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STRATEGIC ACQUISITIONS INC /NV/ - Quarter Report: 2020 September (Form 10-Q)

 

 

 

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, 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 October 26, 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 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

 

1
 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

STRATEGIC ACQUISITIONS, INC.

BALANCE SHEETS

(UNAUDITED)

 

  

September 30, 2020

   December 31, 2019 
ASSETS          
Current assets:          
Cash  $28,660   $64,615 
Prepaid expense   500    1,750 
Total current assets   29,160    66,365 
Total assets  $29,160   $66,365 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current liabilities:          
Accounts payable  $932   $- 
Total current liabilities   932    - 
Total liabilities   932    - 
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   (510,175)   (472,038)
Total stockholders’ equity   28,228    66,365 
Total liabilities and stockholders’ equity  $29,160   $66,365 

 

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

 

2
 

 

STRATEGIC ACQUISITIONS, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)

 

   Three Months Ended
September 30,
   Nine Months Ended
September 30,
 
   2020   2019   2020   2019 
Revenues  $-   $-   $-   $- 
                     
Expenses                    
General & Administrative   4,254    3,872    17,397    13,366 
General & Administrative – related party   3,500    12,700    20,750    59,350 
Total Expenses   7,754    16,572    38,147    72,716 
                     
Other Income                    
Interest Income   1    13    10    59 
Total Other Income   1    13    10    59 
                     
Net (loss) before provision for taxes  $(7,753)  $(16,559)  $(38,137)  $(72,657)
Income tax provision   -    -    -    - 
Net (loss)  $(7,753)  $(16,559)  $(38,137)  $(72,657)
                     
Net (Loss) Per Common Share – Basic & Fully Diluted  $(0.00)  $(0.01)  $(0.02)  $(0.03)
                     
Weighted average number of shares of common stock outstanding – Basic & Fully Diluted   2,515,000    2,515,000    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   (Loss)   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 
Net loss               (12,691)   (12,691)
Balance at June 30, 2020   2,515,000   $2,515   $535,888   $(502,422)  $35,981 
Net loss               (7,753)   (7,753)
Balance at September 30, 2020   2,515,000   $2,515   $535,888   $(510,175)  $28,228 
                          
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 
Net loss               (16,559)   (16,559)
Balance at September 30, 2019   2,515,000   $2,515   $535,888   $(457,231)  $81,172 

 

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

 

4
 

 

STRATEGIC ACQUISITIONS, INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

  

Nine Months Ended

September 30,

 
   2020   2019 
Cash Flows From Operating Activities          
Net (loss)  $(38,137)  $(72,657)
Adjustments to reconcile net (loss) to net cash provided by (used in) operating activities:          
(Increase) Decrease in prepaid expense   1,250    - 
(Increase) Decrease in prepaid rent – related party   -    1,750 
(Increase) Decrease in security deposit – related party   -    3,500 
Increase (Decrease) in accounts payable   932    - 
Net cash provided by (used in) operating activities   (35,955)   (67,407)
           
Net increase (decrease) in cash and cash equivalents   (35,955)   (67,407)
Cash and cash equivalents at beginning of the period   64,615    148,579 
Cash and cash equivalents at end of the period  $28,660   $81,172 

 

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 and nine months ended September 30, 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 and nine months ended September 30, 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 period ended September 30, 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. Effective May 15, 2019, the rental agreement terminated. The total related party rent expense was $0 for the third quarter of 2019 and $15,750 for the nine month period ended September 30, 2019. Related party rent expense in 2020 was $0.

 

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-month period ended September 30, 2020 to related parties was: $3,000 to Jonathan Braun, a director of the Company, and $500 to Marika Tonay, an officer and director of the Company. For the nine-month period ended September 30, 2020, compensation for services to Jonathan Braun was $16,000, to Westminster Securities Corp. was $750 and to Marika Tonay was $4,000.

 

For the comparable prior year periods, compensation to Jonathan Braun was $11,200 for the three-month and $37,300 for the nine-month periods ended September 30, 2019, compensation to Marika Tonay was $1,500 for the three-month and $4,500 for the nine-month periods, and compensation to Westminster was $0 for the three-month and $1,800 for the nine-month periods.

 

6
 

 

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 incurred net losses of approximately $510,000 for the period from January 27, 1989 (Inception) through September 30, 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 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 September 30, 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.

 

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- and nine-month periods ended September 30, 2020 and the Form 10-K for the fiscal year ended December 31, 2019.

 

Liquidity and Capital Resources

 

At September 30, 2020, the Company had current assets in the form of cash of $28,660 and prepaid expense of $500, and liabilities of $932. 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 quarters ended September 30, 2020 and 2019, the Company showed net losses of $7,753 and $16,559 respectively. The decrease in net loss was due primarily to decreased rent and consulting expenses.

 

For the nine-month periods ended September 30, 2020 and 2019, the Company showed net losses of $38,137 and $72,657, respectively. The decrease in net loss was due primarily to decreased rent and consulting expenses.

 

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: November 13, 2020 By:  /s/ JOHN P. O’SHEA
    John P. O’Shea
   

President and

Principal Financial Officer

 

***

 

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