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 June 30, 2019

 

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from           to

 

Commission File Number: 0-28963

 

 

 

STRATEGIC ACQUISITIONS, INC.

(Exact name of Registrant as specified in its charter)

 

 

 

Nevada   13-3506506
(State or other jurisdiction of   (IRS Employer
incorporation or organization)   Identification Number)

 

30 Broad Street, 14 th Floor, New York, NY 10004

(Address of principal executive offices, including zip code)

 

(212) 878-6519

(Registrant’s telephone number, including area code)

 

 

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Securities registered pursuant to Section 12(g) of the Act: Common Stock

                          (Title of class)

 

 

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [  ]   Accelerated filer [  ]

Non-accelerated filer [  ] (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 August 8, 2019, the registrant had 2,515,000 shares of common stock outstanding.

 

 

 

     
     

 

STRATEGIC ACQUISITIONS, INC.

 

TABLE OF CONTENTS

 

  Page
PART I ⸺ FINANCIAL INFORMATION  
     
  ITEM 1 — Financial Statements 3
     
  Balance Sheets 3
     
  Statements of Operations 4
     
  Statements of Stockholders’ Equity 5
     
  Statements of Cash Flows 6
     
  Notes to Financial Statements 7
     
  ITEM 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations 8
     
  ITEM 4 — Controls and Procedures 8
     
PART II ⸺ OTHER INFORMATION  
     
  ITEM 1 — Legal Proceedings 9
     
  ITEM 2 — Unregistered Sales of Equity Securities and Use of Proceeds 9
     
  ITEM 5 — Other Information 9
     
  ITEM 6 — Exhibits 10
     
SIGNATURES 11

 

  2  
     

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

STRATEGIC ACQUISITIONS, INC.

BALANCE SHEETS

(UNAUDITED)

 

   

June 30, 2019

    December 31, 2018  
ASSETS            
Current assets:                
Cash   $ 99,670     $ 148,579  
Prepaid rent – related party     -       1,750  
Rent deposit – related party     -       3,500  
Total current assets     99,670       153,829  
Total assets   $ 99,670     $ 153,829  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                
Current liabilities:                
Accounts payable   $ 1,939     $ -  
Total current liabilities     1,939       -  
Total liabilities     1,939       -  
Stockholders’ equity:                
Common stock, $0.001 par value; 50,000,000 shares authorized; 2,515,000 shares issued and outstanding     2,515       2,515  
Additional paid-in capital     535,888       535,888  
Accumulated deficit     (440,672 )     (384,574 )
Total stockholders’ equity     97,731       153,829  
Total liabilities and stockholders’ equity   $ 99,670     $ 153,829  

 

The accompanying notes are an integral part of these financial statements.

 

  3  
     

 

STRATEGIC ACQUISITIONS, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)

 

    Three Months Ended
June 30, 		    Six Months Ended
June 30, 		 
    2019     2018     2019     2018  
Revenues   $ -     $ -     $ -     $ -  
                                 
Expenses                                
General & Administrative     3,074       2,508       9,494       8,741  
General & Administrative – related party     21,850       12,000       46,650       38,500  
Total Expenses     24,924       14,508       56,144       47,241  
Other Income                                
Interest Income     21       158       46       301  
Total Other Income     21       158       46       301  
                                 
Net (loss) before provision for taxes   $ (24,903 )   $ (14,350 )   $ (56,098 )   $ (46,940 )
Income tax provision     -       -       -       -  
Net (loss)   $ (24,903 )   $ (14,350 )   $ (56,098 )   $ (46,940 )
                                 
Net (Loss) Per Common Share – Basic & Diluted   $ (0.01 )   $ (0.01 )   $ (0.02 )   $ (0.02 )
                                 
Weighted average number of shares of common stock outstanding – Basic & Diluted     2,515,000       2,515,000       2,515,000       2,515,000  

 

The accompanying notes are an integral part of these financial statements.

 

  4  
     

 

STRATEGIC ACQUISITIONS, INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

 

                Additional         Total  
    Common Stock     Paid-in-     Accumulated     Stockholders’  
    Outstanding     Amount     Capital     (Loss)     Equity  
Balance at December 31, 2018     2,515,000     $ 2,515     $ 535,888     $ (384,574 )   $ 153,829  
Net (loss)     —       —       —       (31,195 )     (31,195 )
Balance at March 31, 2019     2,515,000     $ 2,515     $ 535,888     $ (415,769 )   $ 122,634  
Net (loss)     —       —       —       (24,903 )     (24,903 )
Balance at June 30, 2019     2,515,000     $ 2,515     $ 535,888     $ (440,672 )   $ 97,731  
                                         
Balance at December 31, 2017     2,515,000     $ 2,515     $ 535,888     $ (288,993 )   $ 249,410  
Net (loss)     —       —       —       (32,590 )     (32,590 )
Balance at March 31, 2018     2,515,000     $ 2,515     $ 535,888     $ (321,583 )   $ 216,820  
Net (loss)     —       —       —       (14,350 )     (14,350 )
Balance at June 30, 2018     2,515,000     $ 2,515     $ 535,888     $ (335,933 )   $ 202,470  

 

The accompanying notes are an integral part of these financial statements.

 

  5  
     

 

STRATEGIC ACQUISITIONS, INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

   

Six Months Ended

June 30,

 
    2019     2018  
Cash Flows From Operating Activities                
Net (loss)   $ (56,098 )   $ (46,940 )
Adjustments to reconcile net (loss) to net cash provided by (used in) operating activities:                
(Increase) Decrease in prepaid rent – related party     1,750       -  
(Increase) Decrease in security deposit – related party     3,500       -  
Increase (Decrease) in accounts payable     1,939       567  
Net cash provided by (used in) operating activities     (48,909 )     (46,373 )
Cash Flows From Financing Activities                
Issuance of common stock, net of costs     -       -  
Net cash provided by (used in) financing activities     -       -  
Net increase (decrease) in cash     (48,909 )     (46,373  
Cash at beginning of the period     148,579       244,160  
Cash at end of the period   $ 99,670     $ 197,787  

 

The accompanying notes are an integral part of these financial statements.

 

  6  
     

 

STRATEGIC ACQUISITIONS, INC.

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

 

Note 1. Basis of Presentation

 

The accompanying unaudited financial information as of and for the three and six months ended June 30, 2019 and 2018 has been prepared in accordance with generally accepted accounting principles (GAAP) in the U.S. for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) as set forth in the instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, such financial information includes all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of our financial position at such date and the operating results and cash flows for such periods. Operating results for the three and six months ended June 30, 2019 are not necessarily indicative of the results that may be expected for the entire year or for any other subsequent interim period.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to the rules of the SEC. These unaudited financial statements and related notes should be read in conjunction with our audited financial statements for the year ended December 31, 2018 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 1, 2019.

 

The balance sheet at December 31, 2018 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP in the U.S. for complete financial statements.

 

Note 2. Stockholders’ Equity

 

The Company is authorized to issue 50,000,000 shares of its $0.001 par value Common Stock.

 

There were no issuances of common stock for the period ended June 30, 2019.

 

Note 3. Related Party Transactions

 

The Company had been renting office space from Westminster Securities Corp., an entity controlled by the Company’s President, John O’Shea, at the rate of $3,500 per month, in addition to having paid a $3,500 security deposit. Rent expense to Westminster Securities Corp. during the period was $5,250 for the three-month period and $15,750 for the six-month period ended June 30, 2019. The agreement terminated during the period as the Company transitioned to a new service agreement for office space on a month-to-month basis with a non-affiliated entity. The Company has adopted ASC 842 and evaluated the new service agreement under ASC 842 and determined that it qualifies for the short-term lease measurement and recognition exemption.

 

The Company has periodically issued payment to certain officers and directors or their affiliates for services in connection with maintaining the Company’s financial statements and regulatory status in good standing and evaluating potential business opportunities. The total compensation issued during the three-month period ended June 30, 2019 to related parties was: $13,600 to Jonathan Braun, a director of the Company, and $3,000 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.

 

Note 4. Going Concern

 

The Company has incurred net losses of approximately $440,000 for the period from January 27, 1989 (Inception) through June 30, 2019 and has commenced limited operations, raising substantial doubt about the Company’s ability to continue as a going concern. The Company will seek additional sources of capital through the issuance of debt or equity financing, but there can be no assurance the Company will be successful in accomplishing its objectives.

 

The ability of the Company to continue as a going concern is dependent on additional sources of capital and the success of the Company’s plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

Note 5. Subsequent Events

 

The Company evaluates events that have occurred after the balance sheet date of June 30, 2019, through the date which the financial statements were issued. Based upon the review, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements.

 

  7  
     

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion should be read in conjunction with the accompanying financial statements for the three-month period ended June 30, 2019 and the Form 10-K for the fiscal year ended December 31, 2018.

 

Liquidity and Capital Resources

 

At June 30, 2019, the Company had current assets in the form of cash and cash equivalents of $99,670 and liabilities of $1,939.

 

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.

 

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 June 30, 2019 and 2018, the Company showed net losses of $24,903 and $14,350, respectively. The increase in net loss was due primarily to increased expenses of paying consultants (including related parties) for services in connection with evaluation of merger candidates and maintaining the company’s public status.

 

For the six-month periods ended June 30, 2019 and 2018, the Company showed net losses of $56,098 and $46,940, respectively. The increase in net loss was due primarily to increased expenses of 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.

 

***

 

  8  
     

 

PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

None.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

ITEM 5. OTHER INFORMATION

 

None.

 

  9  
     

 

ITEM 6. EXHIBITS

 

The following exhibits are filed with this Report or incorporated by reference:

 

EXHIBIT LIST

 

Exhibit
Number 		  Description
     
31.1   Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
32.1   Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, Section 906 of the Sarbanes-Oxley Act of 2002

 

  10  
     

 

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.

 

 

  STRATEGIC ACQUISITIONS, INC.
  (Registrant)
     
Date: August 14, 2019 By: /s/ JOHN P. O’SHEA
    John P. O’Shea
   

President and

Principal Financial Officer

 

***

 

  11  
     


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