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 March 31, 2020

 

[  ] 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, 14th Floor, New York, NY 10004

(Address of principal executive offices, including zip code)

 

(212) 878-6532

(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 May 13, 2020, 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 2
     
  Balance Sheets 2
     
  Statements of Operations 3
     
  Statements of Stockholders’ Equity 4
     
  Statements of Cash Flows 5
     
  Notes to Financial Statements 6
     
  ITEM 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations 7
     
  ITEM 4 — Controls and Procedures 7
     
PART II ⸺ OTHER INFORMATION  
     
  ITEM 1 — Legal Proceedings 8
     
  ITEM 2 — Unregistered Sales of Equity Securities and Use of Proceeds 8
     
  ITEM 5 — Other Information 8
     
  ITEM 6 — Exhibits 8
     
SIGNATURES 9

 

  1  
     

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

STRATEGIC ACQUISITIONS, INC.

BALANCE SHEETS

(UNAUDITED)

 

   

March 31,

2020

   

December 31,

2019

 
ASSETS                
Current assets:                
Cash   $ 46,547     $ 64,615  
Prepaid expense     2,125       1,750  
Total current assets     48,672       66,365  
Total assets   $ 48,672     $ 66,365  
                 
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     (489,731 )     (472,038 )
Total stockholders’ equity     48,672       66,365  
Total liabilities and stockholders’ equity   $ 48,672     $ 66,365  

 

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

 

  2  
     

 

STRATEGIC ACQUISITIONS, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)

 

   

Three Months Ending

March 31,

 
    2020     2019  
Revenues   $ -     $ -  
                 
Expenses                
General & Administrative     9,200       6,420  
General & Administrative – related party     8,500       24,800  
Total Expenses     17,700       31,220  
Other Income                
Interest Income     7       25  
Total Other Income     7       25  
                 
Net loss before provision for taxes   $ (17,693 )   $ (31,195 )
Income tax provision     -       -  
Net loss   $ (17,693 )   $ (31,195 )
                 
Net Loss Per Common Share – Basic & Fully Diluted   $ (0.01  )   $ (0.01  )
                 
Weighted average number of shares of common stock outstanding – Basic & Fully Diluted     2,515,000       2,515,000  

 

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

 

  3  
     

 

STRATEGIC ACQUISITIONS, INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

 

                Additional           Total  
    Common Stock     Paid-in-     Accumulated     Stockholders’  
    Outstanding     Amount     Capital     Deficit     Equity  
Balance at December 31, 2019     2,515,000     $ 2,515     $ 535,888     $ (472,038 )   $ 66,365  
Net loss     —       —       —       (17,693 )     (17,693 )
Balance at March 31, 2020     2,515,000     $ 2,515     $ 535,888     $ (489,731 )   $ 48,672  
                                         
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  

 

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

 

  4  
     

 

STRATEGIC ACQUISITIONS, INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

   

Three Months Ended

March 31,

 
    2020     2019  
Cash Flows From Operating Activities                
Net loss   $ (17,693 )   $ (31,195 )
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:                
(Increase) Decrease in prepaid expense     (375 )     -  
Increase (Decrease) in accounts payable     -       741  
Net cash used in operating activities     (18,068 )     (30,454 )
                 
Net decrease in cash     (18,068 )     (30,454 )
Cash at beginning of the period     64,615       148,579  
Cash at end of the period   $ 46,547     $ 118,125  

 

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

 

  5  
     

 

STRATEGIC ACQUISITIONS, INC.

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

 

Note 1. Basis of Presentation

 

The accompanying unaudited financial information as of and for the three months ended March 31, 2020 and 2019 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 8 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 months ended March 31, 2020 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, 2019 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 14, 2020.

 

The balance sheet at December 31, 2019 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 three-month period ended March 31, 2020.

 

Note 3. Related Party Transactions

 

The Company previously rented office space on a month-to-month basis from Westminster Securities Corp., an entity controlled by the Company’s President, John O’Shea, at the rate of $3,500 per month. Effective May 15, 2019, the rental agreement terminated. The total related party rent expense was $10,500 for the first quarter of 2019 and $0 in 2020.

 

The Company 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 payment for services issued during the three months ended March 31, 2020 to related parties was: $7,500 to Jonathan Braun, a director of the Company, and $1,000 to Marika Tonay, an officer and director of the Company. For the prior year period the amount was: $12,500 to Jonathan Braun, and $1,800 to Westminster Securities Corp.

 

Note 4. Going Concern

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has not generated any revenue since inception, incurred accumulated losses of approximately $490,000 for the period from January 27, 1989 (Inception) through March 31, 2020 and has commenced limited operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans include that 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 business plan. The global pandemic, COVID-19, could adversely affect the Company’s ability to obtain additional financing or identify a potential merger or acquisition candidate. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

Note 5. Subsequent Events

 

In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to March 31, 2020 to the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.

 

  6  
     

 

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, 2020 and the Form 10-K for the fiscal year ended December 31, 2019.

 

Liquidity and Capital Resources

 

At March 31, 2020, the Company had current assets in the form of cash of $46,547 and prepaid expense of $2,125. This compares with cash of $64,615 and prepaid expense of 1,750 as of December 31, 2019. The decrease in cash was due to expenses associated with maintaining the Company’s public status and evaluating business opportunities.

 

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 three months ending ended March 31, 2020 and 2019, the Company reported net losses of $17,693 and $31,195, respectively. The decrease in net loss was due primarily to decreased rent expense as well as decreased payments to 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.

 

***

 

  7  
     

 

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.

 

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

 

  8  
     

 

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: May 15, 2020 By: /s/ JOHN P. O’SHEA
    John P. O’Shea
   

President and

Principal Financial Officer

 

***

 

  9  

 

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