UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
Commission file number 0-28963
STRATEGIC ACQUISITIONS, INC.
(Exact name of registrant as specified in its charter)
Nevada 13-3506506
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
2 Gold Street, PH 12
New York, NY 10038
(Address of Principal Executive Office)
(212) 878-6532
(Registrant's Telephone Number)
--------------------------------------------------------------------------------
Indicate by check mark whether the issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
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 [ ]
As of March 31, 2013, a total of 1,690,000 shares of Common Stock,
par value $.001 per share, were issued and outstanding.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
STRATEGIC ACQUISITIONS INC.
(A Development Stage Company)
BALANCE SHEETS
March 31, Dec 31,
2013 2012
----------- -----------
(Unaudited)
ASSETS
Current Assets:
Cash and Equivalents $ 17,156 $ 2,775
-------- --------
TOTAL CURRENT ASSETS $ 17,156 $ 2,775
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable $ - $ -
-------- --------
TOTAL CURRENT LIABILITIES $ - $ -
======== ========
Stockholders' Equity
Common Stock, $0.001 par value; 50,000,000
Shares authorized; 1,690,000 shares
and 1,610,000 shares, respectively,
issued and outstanding $ 1,690 $ 1,610
Additional Paid-In Capital 206,713 186,793
Accumulated Deficit (191,247) (185,628)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 17,156 2,775
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 17,156 $ 2,775
======== ========
The accompanying notes are an integral part of these financial statements.
1
Strategic Acquisitions Inc.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(UNAUDITED)
For the
period from For the For the
inception three three
(January 27, months months
1989) to ended ended
March 31, March 31, March 31,
2013 2013 2012
----------- ----------- -----------
REVENUES $ - $ - $ -
----------- ----------- -----------
EXPENSES
General & Administrative $ 281,265 $ 5,621 $ 5,559
General & Administrative
- related party 20,600 - -
----------- ----------- -----------
Total Expenses 301,865 5,621 5,559
----------- ----------- -----------
Other Income:
Interest Income 65,637 2 2
Miscellaneous Income 30,013
Gain on Debt Extinguishment 14,968 - -
----------- ----------- -----------
Total Other Income 110,618 2 2
NET INCOME (LOSS) $ (191,247) $ (5,619) $ (5,557)
=========== =========== ===========
Weighted Average Number of
Common Shares Outstanding 1,601,456 1,640,222 1,610,000
=========== =========== ===========
Net Income (Loss) per Common Share
- Basic and Fully Diluted $ (0.12) $ (0.00) $ (0.00)
=========== =========== ===========
The accompanying notes are an integral part of these financial statements.
2
STRATEGIC ACQUISITIONS INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the period For the For the
from inception three months three months
(January 27, 1989) ended ended
to March 31, March 31, March 31,
2013 2013 2012
---------- ---------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (191,247) $ (5,619) $ (5,557)
Adjustments to Reconcile Net Loss to
Net Cash Used by Operating Activities:
Increase (Decrease) in Accounts Payable - - 2,630
Stock issued for Services -
related party 3,100 - -
---------- ---------- ----------
Net cash flows from Operating Activities (188,147) (5,619) (2,927)
CASH FLOWS FROM INVESTING ACTIVITIES - - -
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock, net of costs 205,303 20,000 -
---------- ---------- ----------
Net cash flows from financing activities 205,303 20,000 -
---------- ---------- ----------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 17,156 14,381 (2,927)
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD - 2,775 12,585
---------- ---------- ----------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 17,156 $ 17,156 $ 9,658
========== ========== ==========
The accompanying notes are an integral part of these financial statements.
3
STRATEGIC ACQUISITIONS INC.
(A Development Stage Company)
NOTE TO FINANCIAL STATEMENTS
MARCH 31, 2013
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
The consolidated interim financial statements included herein, presented
in conformity with United States generally accepted accounting principles and
stated in US dollars, have been prepared by the Company, without audit, pursuant
to the rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information
presented not misleading.
These statements reflect all adjustments, consisting of normal recurring
adjustments, which, in the opinion of management, are necessary for fair
presentation of the information contained therein. It is suggested that these
consolidated interim financial statements be read in conjunction with the
financial statements of the Company for the year ended December 31, 2012 and
notes thereto included in the Company's annual report on Form 10-K. The Company
follows the same accounting policies in the preparation of interim reports.
Results of operations for interim periods are not indicative of annual
results.
NOTE 2 - STOCKHOLDERS' EQUITY
The Company is authorized to issue 50,000,000 shares of its $0.001 par
value common stock.
On February 25, 2013, the Company issued 80,000 shares of its $0.001 par
value common stock to an officer and director of the Company, for cash in the
amount of $20,000.
There were no other issuances of common stock for the period ended
March 31, 2013.
4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the accompanying
financial statements for the three-month period ended March 31, 2013 and the
Form 10-K for the fiscal year ended December 31, 2012.
The Company remains in the development stage and has limited capital
resources and stockholder's equity. At March 31, 2013, the Company had current
assets in the form of cash and cash equivalents of $17,156 and liabilities
of $0.
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 to locate a suitable acquisition/merger candidate. The Company can
provide no assurance that it will continue to satisfy its cash requirements for
at least the next twelve months if a suitable acquisition/merger is completed.
It is unlikely the Company will have any revenue, other than interest
income, unless it is able to effect an acquisition of or merger with an
operating company, of which there can be no assurance.
For the quarters ended March 31, 2013 and 2012, the Company showed net
losses of $5,621 and $5,557, respectively. The increase in net loss is
due to increased bank fees.
ITEM 4. CONTROLS AND PROCEDURES
As of the end of the period covered by this report, the Company conducted
an evaluation, under the supervision and with the participation of the Principal
Executive Officer and Principal Financial Officer, of the effectiveness of the
Company's disclosure controls and procedures (as defined in Rules 13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act").
Based on this evaluation, the Principal Executive Officer and Principal
Financial Officer concluded that the Company's disclosure controls and
procedures are effective to ensure that information required to be disclosed
by the Company in reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in Securities and Exchange Commission rules and forms. Additionally, the
Principal Executive Officer and Principal Financial Officer concluded that
the Company's disclosure controls and procedures are effective to ensure that
information required to be disclosed by the Company in the reports that it
files or submits under the Exchange Act is accumulated and communicated to the
Principal Executive Officer and Principal Financial Officer, as appropriate
to allow timely decisions regarding disclosure. There was no change in the
Company's internal control over financial reporting during the Company's most
recently completed fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the Company's internal control over
financial reporting.
5
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On February 25, 2013, John P. O'Shea, the President of the Company, purchased,
with personal funds, 80,000 restricted shares of common stock of the Company in
a private placement transaction, for $20,000. The securities were sold pursuant
to an exemption from registration as set forth in Section 4(2) of the Securities
Act of 1933, as amended (the "Securities Act"), and Rule 506 promulgated
thereunder. The purchaser is an "accredited investor" as defined in Rule 501
of the Securities Act, and there was no general solicitation or advertising
regarding the offering. The offering has terminated. The use of proceeds is
working capital. There were no underwriters in the transaction, no commissions
or other consideration paid for the transaction, and no offering expenses.
Previously, Mr. O'Shea owned 1,374,800 shares. As a result of this transaction,
Mr. O'Shea is the owner of 1,454,800 shares of the Company, or approximately
86.08% of outstanding shares.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURES
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. 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
6
SIGNATURES:
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DATED: May 13, 2013
STRATEGIC ACQUISITIONS, INC.
BY: /S/ JOHN P. O'SHEA
----------------------------------
John P. O'Shea, President
7