UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2018
[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 0-28963
STRATEGIC ACQUISITIONS, INC.
(Exact name of Registrant as specified in its charter)
Nevada | 13-3506506 | |
(State or other jurisdiction of | (IRS Employer | |
incorporation or organization) | Identification Number) |
100 Wall Street, 7th Floor, New York, NY 10005
(Address of principal executive offices, including zip code)
(212) 878-6550
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
(Title of class)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] | Accelerated filer [ ] | ||
Non-accelerated filer [ ] (Do not check if a smaller reporting company) | Smaller reporting company [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [X] No [ ]
As of September 30, 2018, the registrant had 2,515,000 shares of common stock outstanding.
STRATEGIC ACQUISITIONS, INC.
TABLE OF CONTENTS
1 |
PART I – FINANCIAL INFORMATION
STRATEGIC ACQUISITIONS, INC.
September 30, 2018 | December 31, 2017 | |||||||
(Unaudited) | ||||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 167,872 | $ | 244,160 | ||||
Prepaid rent – related party | 1,750 | 1,750 | ||||||
Rent deposit – related party | 3,500 | 3,500 | ||||||
Total current assets | 173,122 | 249,410 | ||||||
Total assets | $ | 173,122 | $ | 249,410 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | - | $ | - | ||||
Total current liabilities | - | - | ||||||
Total liabilities | - | - | ||||||
Stockholders’ equity: | ||||||||
Common stock, $0.001 par value; 50,000,000 shares authorized; 2,515,000 shares issued and outstanding | 2,515 | 2,515 | ||||||
Additional paid-in capital | 535,888 | 535,888 | ||||||
Accumulated deficit | (365,281 | ) | (288,993 | ) | ||||
Total stockholders’ equity | 173,122 | 249,410 | ||||||
Total liabilities and stockholders’ equity | $ | 173,122 | $ | 249,410 |
See Notes to Financial Statements.
2 |
STRATEGIC ACQUISITIONS, INC.
(UNAUDITED)
Three
Months Ended September 30, | Nine
Months Ended September 30, | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
Revenues | $ | - | $ | - | $ | - | $ | - | ||||||||
Expenses | ||||||||||||||||
General & Administrative | 2,380 | 2,112 | 11,121 | 9,361 | ||||||||||||
General & Administrative – related party | 16,500 | - | 34,000 | - | ||||||||||||
Rent – related party | 10,500 | - | 31,500 | - | ||||||||||||
Total Expenses | 29,380 | 2,112 | 76,621 | 9,361 | ||||||||||||
Other Income | ||||||||||||||||
Interest Income | 32 | - | 333 | - | ||||||||||||
Total Other Income | 32 | - | 333 | - | ||||||||||||
Net income (loss) | $ | (29,348 | ) | $ | (2,112 | ) | $ | (76,288 | ) | $ | (9,361 | ) | ||||
Net Income (Loss) Per Common Share – Basic & Fully Diluted | $ | (0.01 | ) | $ | (0.00 | ) | $ | (0.03 | ) | $ | (0.00 | ) | ||||
Weighted average number of shares of common stock outstanding – Basic & Fully Diluted | 2,515,000 | 1,765,000 | 2,515,000 | 1,751,259 |
See Notes to Financial Statements.
3 |
STRATEGIC ACQUISITIONS, INC.
(UNAUDITED)
Nine Months Ended September 30, | ||||||||
2018 | 2017 | |||||||
Cash Flows From Operating Activities | ||||||||
Net income (loss) | $ | (76,288 | ) | $ | (9,361 | ) | ||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||
(Increase) Decrease in prepaid rent – related party | - | - | ||||||
(Increase) Decrease in security deposit – related party | - | - | ||||||
Increase (Decrease) in accounts payable | - | - | ||||||
Net cash provided by (used in) operating activities | (76,288 | ) | (9,361 | ) | ||||
Cash Flows From Financing Activities | ||||||||
Issuance of common stock, net of costs | - | 10,000 | ||||||
Net cash provided by (used in) financing activities | - | 10,000 | ||||||
Net increase (decrease) in cash and cash equivalents | (76,288 | ) | 639 | |||||
Cash and cash equivalents at beginning of the period | 244,160 | 1,275 | ||||||
Cash and cash equivalents at end of the period | $ | 167,872 | $ | 1,914 |
See Notes to Financial Statements.
4 |
STRATEGIC ACQUISITIONS, INC.
(UNAUDITED)
Note 1. Basis of Presentation
The 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 interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2017 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.
There were no issuances of common stock for the period ended September 30, 2018.
Note 3. Related Party Transactions
The Company rents office space from Westminster Securities Corp., an entity controlled by the Company’s President, John O’Shea, at the rate of $3,500 per month, in addition to having paid a $3,500 security deposit.
The Company has periodically issued payment to certain officers and directors or their affiliates for services in connection with maintaining the Company’s financial statements and regulatory status in good standing and evaluating potential business opportunities. The total compensation issued during the three-month period ended September 30, 2018 to related parties was: $5,000 to John O’Shea, $10,000 to Jonathan Braun, a director of the Company, and $1,500 to Marika Tonay, an officer and director of the Company.
The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.
5 |
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 September 30, 2018 and the Form 10-K for the fiscal year ended December 31, 2017.
Liquidity and Capital Resources
At September 30, 2018, the Company had current assets in the form of cash and cash equivalents of $167,872, additional current assets in the form of prepaid rent and rent deposit totaling $5,250 and liabilities of $0.
Results of Operations
The Company has not realized any revenues from operations in the past two years, and its plan of operation for the next twelve months shall be to continue its efforts to locate a suitable acquisition/merger candidate. The Company can provide no assurance that it will continue to satisfy its cash requirements for at least the next twelve months if a suitable acquisition/merger is completed.
It is unlikely the Company will have any revenue, other than interest income, unless it is able to effect an acquisition of or merger with an operating company, of which there can be no assurance.
For the quarters ended September 30, 2018 and 2017, the Company showed net losses of $29,348 and $2,112, respectively. The increase in net loss was due primarily to increased expenses of renting office space and paying consultants (including related parties) for services in connection with evaluation of merger candidates and maintaining the company’s public status.
For the nine-month periods ended September 30, 2018 and 2017, the Company showed net losses of $76,288 and $9,361, respectively. The increase in net loss was due primarily to increased expenses of renting office space and paying consultants (including related parties) for services in connection with evaluation of merger candidates and maintaining the company’s public status.
ITEM 4. CONTROLS AND PROCEDURES
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.
***
6 |
None.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
None.
7 |
The following exhibits are filed with this Report or incorporated by reference:
EXHIBIT LIST
8 |
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
STRATEGIC ACQUISITIONS, INC. | ||
(Registrant) | ||
Date: November 14, 2018 | By: | /s/ JOHN P. O’SHEA |
John P. O’Shea | ||
President and Principal Financial Officer |
***
9 |
EXHIBIT 31.1
STRATEGIC ACQUISITIONS, INC.
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, | John P. O’Shea, certify that: |
1. | I have reviewed this Quarterly Report on Form 10-Q of Strategic Acquisitions, Inc. (the “registrant”); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant is made known to me by others within the registrant, particularly during the period in which this report is being prepared. The registrant has no consolidated or unconsolidated subsidiaries; | |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, 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; | |
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ JOHN P. O’SHEA | November 14, 2018 |
John P. O’Shea | |
Principal Executive Officer and | |
Principal Financial Officer |
EXHIBIT 32.1
STRATEGIC ACQUISITIONS, INC.
CERTIFICATION PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the filing of the Quarterly Report on Form 10-Q of Strategic Acquisitions, Inc. (the “Company”) for the period ended September 30, 2018 as filed with the Securities and Exchange Commission (the “Report”), I, John P. O’Shea, President of the Company certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:
(1) | the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and | |
(2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods indicated. |
/s/ JOHN P. O’SHEA | November 14, 2018 |
John P. O’Shea | |
Principal Executive Officer and | |
Principal Financial Officer |