UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended JuneSeptember 30, 2021
| ☐ | 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 | (IRS Employer | |
| of 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 ☒ 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.
| Large accelerated filer ☐ | Accelerated filer ☐ | ||
| Non-accelerated filer ☐ (Do not check if a smaller reporting company) | Smaller reporting company ☒ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☒ No ☐
As of August 13,November 10, 2021, the registrant had shares of common stock outstanding.
STRATEGIC ACQUISITIONS, INC.
TABLE OF CONTENTS
| 1 |
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
STRATEGIC ACQUISITIONS, INC.
BALANCE SHEETS
June 30, 2021 | December 31, 2020 | |||||||||||||||
| (Unaudited) | September 30, 2021 (Unaudited) | December 31, 2020
| ||||||||||||||
| ASSETS | ||||||||||||||||
| Current assets: | ||||||||||||||||
| Cash | $ | 6,304 | $ | 19,530 | $ | 41,472 | $ | 19,530 | ||||||||
| Prepaid expense | - | 500 | - | 500 | ||||||||||||
| Total current assets | 6,304 | 20,030 | 41,472 | 20,030 | ||||||||||||
| Total assets | $ | 6,304 | $ | 20,030 | $ | 41,472 | $ | 20,030 | ||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||||
| Current liabilities: | ||||||||||||||||
| Accounts payable | $ | 205 | $ | 205 | $ | - | $ | 205 | ||||||||
| Total current liabilities | 205 | 205 | - | 205 | ||||||||||||
| Total liabilities | 205 | 205 | - | 205 | ||||||||||||
| Stockholders’ equity: | ||||||||||||||||
| Common stock, $ par value; shares authorized; shares issued and outstanding | 2,515 | 2,515 | ||||||||||||||
| Common stock, $ par value; shares authorized; and shares issued and outstanding, respectively | 2,715 | 2,515 | ||||||||||||||
| Additional paid-in capital | 535,888 | 535,888 | 575,688 | 535,888 | ||||||||||||
| Accumulated deficit | (532,304 | ) | (518,578 | ) | (536,931 | ) | (518,578 | ) | ||||||||
| Total stockholders’ equity | 6,099 | 19,825 | 41,472 | 19,825 | ||||||||||||
| Total liabilities and stockholders’ equity | $ | 6,304 | $ | 20,030 | $ | 41,472 | $ | 20,030 | ||||||||
The accompanying notes are an integral part of these financial statements.
| 2 |
STRATEGIC ACQUISITIONS, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
| 2021 | 2020 | 2021 | 2020 | |||||||||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | |||||||||||||||||||||||||
| Revenues | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||
| Expenses | ||||||||||||||||||||||||||||||||
| General & Administrative | 3,600 | 3,943 | 13,726 | 13,143 | 4,627 | 4,254 | 18,353 | 17,397 | ||||||||||||||||||||||||
| General & Administrative – related party | - | 8,750 | - | 17,250 | - | 3,500 | - | 20,750 | ||||||||||||||||||||||||
| Total Expenses | 3,600 | 12,693 | 13,726 | 30,393 | 4,627 | 7,754 | 18,353 | 38,147 | ||||||||||||||||||||||||
| Other Income | ||||||||||||||||||||||||||||||||
| Interest Income | - | 2 | - | 9 | - | 1 | - | 10 | ||||||||||||||||||||||||
| Total Other Income | - | 2 | - | 9 | - | 1 | - | 10 | ||||||||||||||||||||||||
| Net loss before provision for taxes | $ | (3,600 | ) | $ | (12,691 | ) | $ | (13,726 | ) | $ | (30,384 | )) | ||||||||||||||||||||
| Net (loss) before provision for taxes | $ | (4,627 | ) | $ | (7,753 | ) | $ | (18,353 | ) | $ | (38,137 | ) | ||||||||||||||||||||
| Income tax provision | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||
| Net loss | $ | (3,600 | ) | $ | (12,691 | ) | $ | (13,726 | ) | $ | (30,384 | )) | ||||||||||||||||||||
| Net (loss) | $ | (4,627 | ) | $ | (7,753 | ) | $ | (18,353 | ) | $ | (38,137 | ) | ||||||||||||||||||||
| Net Loss Per Common Share – Basic & Diluted | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.01 | ) | ||||||||||||||||||||
| Net (Loss) Per Common Share – Basic & Fully Diluted | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | $ | (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 | ||||||||||||||||||||||||||||
| Weighted average number of shares of common stock outstanding – Basic & Fully Diluted | 2,562,283 | 2,515,000 | 2,530,934 | 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, 2020 | 2,515,000 | $ | 2,515 | $ | 535,888 | $ | (518,578 | ) | $ | 19,825 | ||||||||||
| issuance of common stock on September 8, 2021 at $ per share for cash | ||||||||||||||||||||
| issuance of common stock on September 8, 2021 at $ per share for cash,shares | ||||||||||||||||||||
| issuance of common stock on September 13, 2021 at $ per share for cash | ||||||||||||||||||||
| issuance of common stock on September 13, 2021 at $ per share for cash,shares | ||||||||||||||||||||
| Net loss | — | — | — | (10,126 | ) | (10,126 | ) | |||||||||||||
| Balance at March 31, 2021 | 2,515,000 | $ | 2,515 | $ | 535,888 | $ | (528,704 | ) | $ | 9,699 | ||||||||||
| Net loss | — | — | — | (3,600 | ) | (3,600 | ) | |||||||||||||
| Balance at June 30, 2021 | 2,515,000 | $ | 2,515 | $ | 535,888 | $ | (532,304 | ) | $ | 6,099 | ||||||||||
| Issuance of common stock on September 8, 2021 at $ per share for cash | 150,000 | 150 | 29,850 | 30,000 | ||||||||||||||||
| Issuance of common stock on September 13, 2021 at $ per share for cash | 50,000 | 50 | 9,950 | 10,000 | ||||||||||||||||
| Net loss | — | — | — | (4,627 | ) | (4,627 | ) | |||||||||||||
| Balance at September 30, 2021 | 2,715,000 | $ | 2,715 | $ | 575,688 | $ | (536,931 | ) | $ | 41,472 | ||||||||||
| 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 | ||||||||||
The accompanying notes are an integral part of these financial statements.
STRATEGIC ACQUISITIONS, INC.
STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
| Outstanding | Amount | Capital | Deficit | Equity | ||||||||||||||||
| Additional | Total | |||||||||||||||||||
| Common Stock | Paid-in- | Accumulated | Stockholders’ | |||||||||||||||||
| Outstanding | Amount | Capital | Deficit | Equity | ||||||||||||||||
| Balance at December 31, 2020 | 2,515,000 | $ | 2,515 | $ | 535,888 | $ | (518,578 | ) | $ | 19,825 | ||||||||||
| Net loss | — | — | — | (10,126 | ) | (10,126 | ) | |||||||||||||
| Balance at March 31, 2021 | 2,515,000 | $ | 2,515 | $ | 535,888 | $ | (528,704 | ) | $ | 9,699 | ||||||||||
| Balance at March 31, 2021 | 2,515,000 | $ | 2,515 | $ | 535,888 | $ | (528,704 | ) | $ | 9,699 | ||||||||||
| Net loss | — | — | — | (3,600 | ) | (3,600 | ) | |||||||||||||
| Balance at June 30, 2021 | 2,515,000 | $ | 2,515 | $ | 535,888 | $ | (532,304 | ) | $ | 6,099 | ||||||||||
| 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 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 | ||||||||||
The accompanying notes are an integral part of these financial statements.
STRATEGIC ACQUISITIONS, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
| 2021 | 2020 | |||||||||||||||
Six Months Ended June 30, | Nine Months Ended September 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Cash Flows From Operating Activities | ||||||||||||||||
| Net loss | $ | (13,726 | ) | $ | (30,384 | ) | ||||||||||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||||||||||
| (Increase) Decrease in prepaid rent – related party | - | 722 | ||||||||||||||
| Net (loss) | $ | (18,353 | ) | $ | (38,137 | ) | ||||||||||
| Adjustments to reconcile net (loss) to net cash provided by (used in) operating activities: | ||||||||||||||||
| (Increase) Decrease in prepaid expense | 500 | - | 500 | 1,250 | ||||||||||||
| Net cash used in operating activities | (13,226 | ) | (29,662 | ) | ||||||||||||
| Increase (Decrease) in accounts payable | (205 | ) | 932 | |||||||||||||
| Net cash provided by (used in) operating activities | (18,058 | ) | (35,955 | ) | ||||||||||||
| Cash Flows From Financing Activities | ||||||||||||||||
| Proceeds from issuance of common stock | 40,000 | - | ||||||||||||||
| Net cash flows from financing activities | 40,000 | - | ||||||||||||||
| Net increase (decrease) in cash | (13,226 | ) | (29,662 | ) | 21,942 | (35,955 | ) | |||||||||
| Cash at beginning of the period | 19,530 | 64,615 | 19,530 | 64,615 | ||||||||||||
| Cash at end of the period | $ | 6,304 | $ | 34,953 | $ | 41,472 | $ | 28,660 | ||||||||
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 sixnine months ended JuneSeptember 30, 2021 and 2020 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 sixnine months ended JuneSeptember 30, 2021 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, 2020 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2021.
The balance sheet at December 31, 2020 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 shares of its $ par value Common Stock.
On September 8, 2021, the Company issued shares of its Common Stock to three investors in a private placement transaction, for cash in the aggregate amount of $30,000. Two of the investors are also investors in NextCoal International, Inc., the Company’s majority shareholder.
On September 13, 2021, the Company issued shares of its Common Stock to an additional investor in a private placement transaction, for cash in the aggregate amount of $10,000.
These two issuances resulted in an aggregate of shares being issued for an aggregate of $40,000 during the three-month period ended September 30, 2021.
There were no other issuances of common stock for the period ended JuneSeptember 30, 2021.
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 six-monthnine-month periods ended JuneSeptember 30, 2021, there were 0 payments for services issued to officers or directors.
For the prior yearthree-month period ended September 30, 2020, the total payment for services issued during the three-month period ended June 30, 2020 to related parties was: $5,5003,000 to Jonathan Braun, a director of the Company, and $750500 to Marika Tonay, an officer and director of the Company. For the nine-month period ended September 30, 2020, payment for services to Jonathan Braun was $16,000, to Marika Tonay was $4,000, and to Westminster Securities Corp., an entity controlled by the Company’s President, John O’Shea and $2,500 to Marika Tonay, an officer and director of the Company. For the six-month period ended June 30, 2020, compensation for services to Jonathan Braun was $13,000, to Westminster was $750 and to Marika Tonay was $3,500.
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 $530,000 for the period from January 27, 1989 (Inception) through June 30, 2021 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 5.4. Subsequent Events
In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to JuneSeptember 30, 2021 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- and six-monthnine-month periods ended JuneSeptember 30, 2021 and 2020 and the Form 10-K for the fiscal year ended December 31, 2020.
Liquidity and Capital Resources
At JuneSeptember 30, 2021, the Company had current assets in the form of cash of $6,304$41,472 and liabilities of $205.$0. This compares with cash of $19,530, prepaid expense of $500 and liabilities of $205 as of December 31, 2020. The decreaseincrease in cash was due to proceeds from a private placement financing, partially offset by certain expenses associated with maintaining the Company’s public status.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 monthsquarters ended JuneSeptember 30, 2021 and 2020, the Company showed net losses of $3,600$4,267 and $12,691,$7,753 respectively. The decrease in net loss was due primarily to decreased payments to consultants (including related parties)party compensation for services in connection with evaluation of merger candidates and maintaining the company’s public status, as well as decreased rent expense.services.
For the six-monthnine-month periods ended JuneSeptember 30, 2021 and 2020, the Company showed net losses of $13,726$18,353 and $30,384,$38,137, respectively. The decrease in net loss was due primarily to decreased payments to consultants (including related parties)party compensation for services in connection with evaluation of merger candidates and maintaining the company’s public status, as well as decreased rent expense.services.
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.
***
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PART II – OTHER INFORMATION
ITEM 1.LEGAL PROCEEDINGS
None.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Between September 8, 2021 and September 13, 2021, the Company sold 200,000 restricted shares of its Common Stock to private purchasers in a private placement transaction, for an aggregate of $40,000. The securities were sold pursuant to an exemption from registration as set forth in Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 promulgated thereunder. The purchasers were “accredited investors” as defined in Rule 501 of the Securities Act, and there was no general solicitation or advertising regarding the offering. The offering has terminated. The use of proceeds is working capital. There were no underwriters in the transaction, no commissions or other consideration paid for the transaction, and no offering expenses. Following these sales, the Company has 2,715,000 shares of Common Stock issued and outstanding.
None.
ITEM 5. OTHER INFORMATION
None.
| 8 |
ITEM 6. EXHIBITS
The following exhibits are filed with this Report or incorporated by reference:
EXHIBIT LIST
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 9 |
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: | By: | /s/ JOHN P. O’SHEA |
| John P. O’Shea | ||
President and Principal Financial Officer | ||
***
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