STRATEGIC ACQUISITIONS INC /NV/ - Quarter Report: 2022 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended September 30, 2022

For the transition period from                to                

Commission File Number: 0-28963

STRATEGIC ACQUISITIONS, INC.

(Exact name of Registrant as specified in its charter)

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

(Address of principal executive offices, including zip code)

(212) 878-6532

(Registrant’s telephone number, including area code)

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ 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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☒ No ☐

As of November 10, 2022, the registrant had 2,715,000 shares of common stock outstanding.

STRATEGIC ACQUISITIONS, INC.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

STRATEGIC ACQUISITIONS, INC.

BALANCE SHEETS

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

STRATEGIC ACQUISITIONS, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)

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

STRATEGIC ACQUISITIONS, INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

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

STRATEGIC ACQUISITIONS, INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

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

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, 2022 and 2021 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, 2022 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, 2021 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 15, 2022.

The balance sheet at December 31, 2021 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- or nine-month periods ended September 30, 2022.

The Company issued an aggregate of 150,000 warrants to purchase shares of Common Stock to current and former Directors as of August 31, 2022 in consideration for their services. The warrants vested immediately, and are valid for a period of 5 years from issuance at an initial purchase price of $1.20 per share of Common Stock, subject to adjustment and registration rights. The company records stock-based compensation in accordance with FASB ASC Topic 718, Stock Compensation. FASB ASC Topic 718 requires companies to measure compensation cost for stock-based compensation at fair value at the grant date and recognize the expense during the service period. The Company recognizes in the statement of operations the grant-date fair value of warrants issued to employees and non-employees.

The Company used the following as inputs for its valuation methodology for the warrant derivatives as their fair value was determined by using the Black-Scholes-Merton pricing model based on various assumptions. Weighted average assumptions used to estimate fair value are as follows:

Schedule of Weighted Average Assumptions Used to Estimate Fair Value

Note 3. Related Party Transactions

The Company may periodically issue 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.

For the three- and nine-month periods ended September 30, 2022, the total payment for services to related parties was: $3,500 to Westminster Securities Corp., an entity controlled by the Company’s President, John O’Shea, $3,500 to Jonathan Braun, a director of the Company at the time of payment, and $2,500 to Marika Tonay, an officer and director of the Company at the time of payment.

For the three- and nine-month periods ended September 30, 2021, there were no payments for services issued to officers or directors.

As disclosed in Note 2, on August 31, 2022, the Company issued an aggregate of 150,000 warrants to its director and then directors in consideration for their services. The total fair value of such warrants at the grant date was $58,400.

Note 4. Change in Control

On August 31, 2022, the Company underwent a change in control. As further discussed in Item 5 of this report, Exworth Management LLC (“Exworth”) became the controlling shareholder of the Company, and Yuanyuan Huang and Wei Huang, managing partners of Exworth, became officers and directors of the Company. Marika Tonay and Jonathan Braun resigned their respective positions with the Company.

Note 5. 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 $624,703 for the period from January 27, 1989 (Inception) through September 30, 2022 and has commenced limited operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The Company underwent a change in control during the quarter, including resignation of two officers/directors and appointment of two officers/directors. Management’s plans include that the Company will seek to fulfill the Company’s business plan to enter into a business combination, and while evaluating any such opportunities seek to minimize expenses and seek additional sources of capital as needed through the issuance of debt or equity financing. 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, and deteriorating global economic conditions, including risk of recession, 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 6. Subsequent Events

In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to September 30, 2022 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.

The following discussion should be read in conjunction with the accompanying financial statements for the three- and nine-month periods ended September 30, 2022 and the Form 10-K for the fiscal year ended December 31, 2021.

Liquidity and Capital Resources

At September 30, 2022, the Company had current assets in the form of cash of $12,100 and $0 liabilities. This compares with cash of $39,732 and liabilities of $2,000 as of December 31, 2021. 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, 2022 and 2021, the Company showed net losses of $72,598 and $4,267, respectively. The increase in net loss was due primarily to expense associated with related party compensation for services, including non-cash expense of warrants issued for services.

For the nine-month periods ended September 30, 2022 and 2021, the Company showed net losses of $84,032 and $18,353, respectively. The increase in net loss was due primarily to expense associated with related party compensation for services, including non-cash expense of warrants issued for services.

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.

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PART II – OTHER INFORMATION

None.

None.

As previously disclosed on Form 8-K filed September 6, 2022, which is incorporated by reference as an exhibit hereto, the Company underwent a change in control on August 31, 2022. Exworth Management LLC (“Exworth”) purchased an aggregate of 2,013,000 shares of Common Stock in a private transaction from existing shareholders and now owns 74.1% of outstanding shares of the Company. Additionally, Dr. Yuanyuan Huang was appointed Secretary/Treasurer and a Director of the Company and Dr. Wei Huang was appointed a Director of the Company. Yuanyuan Huang and Wei Huang are both managing partners of Exworth. John P. O’Shea has retained his positions as President and Director of the Company. Marika X. Tonay resigned as Secretary/Treasurer and Director of the Company and Jonathan Braun resigned as Director and Chairman of the Board of the Company.

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

EXHIBIT LIST

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.

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