SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
Commission file number 0-28963
STRATEGIC ACQUISITIONS, INC.
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(Exact name of registrant as specified in its charter)
Nevada 13-3506506
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(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
2 Gold Street, PH 12, New York, NY 10038
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(Address of Principal Executive Offices)
(212) 878-6532
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(Issuer's Telephone Number)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
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(Title of Class)
Indicate by check mark whether the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Act. Yes [ ] No [X]
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 if disclosure of deliquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
The aggregate market value of the voting and non-voting common equity held
by the registrant's nonaffiliates, as of March 8, 2016, was $132,720.
As of March 8, 2016, a total of 1,740,000 shares of Common Stock,
par value $.001 per share, were issued and outstanding.
<PAGE
TABLE OF CONTENTS
Page
PART I......................................................... 1
Item 1. Business............................................. 1
Item 2. Properties........................................... 8
Item 3. Legal Proceedings.................................... 8
Item 4. Mine Safety Disclosures.............................. 8
PART II........................................................ 9
Item 5. Market for Common Equity, Related Stockholder ....... 9
Matters and Issuer Purchases of Equity Securities
Item 6. Selected Financial Data............................. 10
Item 7. Management's Discussion and Analysis of .............. 10
Financial Condition and Results of Operations
Item 8. Financial Statements and Supplementary Data......... 11
Item 9. Changes in and Disagreements with Accountants on..... 12
Accounting and Financial Disclosure
Item 9A. Controls and Procedures.............................. 12
PART III....................................................... 13
Item 10. Directors, Executive Officers and Corporate.......... 14
Governance
Item 11. Executive Compensation............................... 15
Item 12. Security Ownership of Certain Beneficial Owners ..... 16
and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions,...... 17
and Director Independence
Item 14. Principal Accountant Fees and Services............... 18
PART IV........................................................ 19
Item 15. Exhibits, Financial Statement Schedules.............. 19
Signatures..................................................... 20
i
PART I
Item 1. Business.
Strategic Acquisitions, Inc. (the "Company" or "Strategic") was incorporated
under the laws of the State of Nevada on January 27, 1989. Since inception the
Company had no revenues other than nominal interest income. As of the date
hereof, the Company has no commercial operations, has no full- or part-time
employees, and owns no real estate.
The Company's current business plan is to seek, investigate, and, if warranted,
acquire a business, and to pursue other related activities intended to enhance
shareholder value. The acquisition of a business opportunity may be made by
purchase, merger, exchange of stock, or otherwise, and may encompass assets or a
business entity, such as a corporation, joint venture, or partnership. The
Company has limited capital, and it is unlikely that the Company will be able to
take advantage of more than one such business opportunity. The Company intends
to seek opportunities demonstrating the potential of long-term growth as opposed
to short-term earnings.
At the present time the Company has not identified any business opportunity
that it plans to pursue, nor has the Company reached any agreement or
definitive understanding with any person concerning an acquisition.
No assurance can be given that the Company will be successful in finding or
acquiring a desirable business opportunity, given that limited funds are
available for acquisitions, or that any acquisition that occurs will be on
terms that are favorable to the Company or its stockholders.
The Company's search will be directed toward small and medium-sized enterprises
which have a desire to become public corporations and which are able to satisfy,
or anticipate in the reasonably near future being able to satisfy, the minimum
asset requirements in order to qualify shares for trading on NASDAQ or
another stock exchange.
The Company anticipates that the business opportunities presented to it
will (i) be recently organized with no operating history, or a history of
losses attributable to under-capitalization or other factors; (ii) be
experiencing financial or operating difficulties; (iii) be in need of funds to
develop a new product or service or to expand into a new market; (iv) be relying
upon an untested product or marketing concept; or (v) have a combination of the
characteristics mentioned in (i) through (iv) above. The Company intends to
concentrate its acquisition efforts on properties or businesses that it believes
to be undervalued. Given the above factors, investors should expect that any
acquisition candidate may have a history of losses or low profitability.
1
The Company does not propose to restrict its search for investment
opportunities to any particular geographical area or industry, and may,
therefore, engage in essentially any business, to the extent of its limited
resources. The Company's discretion in the selection of business opportunities
is unrestricted, subject to the availability of such opportunities, economic
conditions, and other factors.
In connection with such a merger or acquisition, it is highly likely that
an amount of stock constituting control of the Company would be issued by the
Company or purchased from the current principal shareholders of the Company by
the acquiring entity or its affiliates. If stock is purchased from the current
shareholders, the transaction is very likely to result in substantial gains to
them relative to their purchase price for such stock. In the Company's judgment,
none of its officers and directors would thereby become an "underwriter" within
the meaning of the Section 2(11) of the Securities Act of 1933, as amended (the
"Act").
It is anticipated that business opportunities will come to the Company's
attention from various sources, including its officers and directors, its other
stockholders, professional advisors such as attorneys and accountants,
securities broker-dealers, venture capitalists, members of the financial
community, and others who may present unsolicited proposals. The Company has no
plans, understandings, agreements, or commitments with any individual for such
person to act as a finder of opportunities for the Company, although its
officers, directors and significant shareholders seek out such opportunities and
respond to unsolicited proposals in their ordinary course of business.
The Company does not foresee that it would enter into a merger or
acquisition transaction with any business with which its officers or directors
are currently affiliated. Should the Company determine in the future, contrary
to foregoing expectations, that a transaction with an affiliate would be in the
best interests of the Company and its stockholders, the Company is in general
permitted by Nevada law to enter into such a transaction if:
1. The material facts as to the relationship or interest of the affiliate
and as to the contract or transaction are disclosed or are known to the Board of
Directors, and the Board in good faith authorizes the contract or transaction by
the affirmative vote of a majority of the disinterested directors, even though
the disinterested directors constitute less than a quorum; or
2. The material facts as to the relationship or interest of the affiliate
and as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or
3. The contract or transaction is fair as to the Company as of the time it
is authorized, approved or ratified, by the Board of Directors or the
stockholders.
2
Investigation and Selection of Business Opportunities
To a large extent, a decision to participate in a specific business
opportunity may be made upon management's analysis of the quality of the other
company's management and personnel, the anticipated acceptability of new
products or marketing concepts, the merit of technological changes, and numerous
other factors which are difficult, if not impossible, to analyze through the
application of any objective criteria. In many instances, it is anticipated that
the historical operations of a specific business opportunity may not necessarily
be indicative of the potential for the future because of the possible need to
shift marketing approaches substantially, expand significantly, change product
emphasis, change or substantially augment management, or make other changes. The
Company will be dependent upon the owners of a business opportunity to identify
any such problems which may exist and to implement, or be primarily responsible
for the implementation of, required changes. Because the Company may participate
in a business opportunity with a newly organized firm or with a firm which is
entering a new phase of growth, it should be emphasized that the Company will
incur further risks, because management in many instances will not have proven
its abilities or effectiveness, the eventual market for such company's products
or services will likely not be established, and such company may not be
profitable when acquired.
It is anticipated that the Company will not be able to diversify, but will
essentially be limited to only one venture because of the Company's limited
financing. This lack of diversification will not permit the Company to offset
potential losses from one business opportunity against profits from another, and
should be considered an adverse factor affecting any decision to purchase the
Company's securities.
It is emphasized that management of the Company may effect transactions
having a potentially adverse impact upon the Company's shareholders pursuant to
the authority and discretion of the Company's management to complete
acquisitions without submitting any proposal to the stockholders for their
consideration. Holders of the Company's securities should not anticipate that
the Company necessarily will furnish such holders, prior to any merger or
acquisition, with financial statements, or any other documentation, concerning a
target company or its business. In some instances, however, the proposed
participation in a business opportunity may be submitted to the stockholders for
their consideration, either voluntarily by such directors, to seek the
stockholders' advice and consent, or because state law so requires.
The analysis of business opportunities will be undertaken by or under the
supervision of the Company's officers and directors. Although there are no
current plans to do so, Company management might also hire an outside consultant
to assist in the investigation and selection of business opportunities,and might
pay a finder's fee. Since Company management has no current plans to use
any outside consultants or advisors to assist in the investigation and selection
of business opportunities, no policies have been adopted regarding use of such
consultants or advisors, the criteria to be used in selecting such consultants
or advisors, the services to be provided, the term of service, or regarding the
total amount of fees that may be paid. However, because of the limited resources
of the Company, it is likely that any such fee would be paid in stock and not
in cash.
3
In assessing a potential transaction, the Company anticipates that it
will consider, among other things, the following factors:
1. Potential for growth and profitability, indicated by new technology,
anticipated market expansion, or new products;
2. The Company's perception of how any particular business opportunity will
be received by the investment community and by the Company's stockholders;
3. Whether, following the business combination, the financial condition of
the business opportunity would be, or would have a significant prospect in the
foreseeable future of becoming sufficient to enable the securities of the
Company to qualify for trading in the over-the-counter markets or listing on a
securities exchange;
4. Capital requirements and anticipated availability of required funds, to
be provided by the Company or from operations, through the sale of additional
securities, through joint ventures or similar arrangements, or from other
sources;
5. The extent to which the business opportunity can be advanced;
6. Competitive position as compared to other companies of similar size and
experience within the industry;
7. Strength and diversity of existing management, or management prospects
that are scheduled for recruitment; and
8. The accessibility of required management expertise, personnel, raw
materials, services, professional assistance, and other required items.
No one of the factors described above will be controlling in the selection
of a business opportunity, and management will attempt to analyze all factors
appropriate to each opportunity and make a determination based upon reasonable
investigative measures and available data. Potentially available business
opportunities may occur in many different industries and at various stages of
development, all of which will make the task of comparative investigation and
analysis of such business opportunities extremely difficult and complex.
Potential investors must recognize that, because of the Company's limited
capital available for investigation and management's limited experience in
business analysis, the Company may not discover or adequately evaluate adverse
facts about the opportunity to be acquired. It should be noted that the Company
has not completed a transaction in the twenty years of its existence.
The Company is unable to predict when it may participate in a business
opportunity. It expects, however, that the analysis of specific proposals, if
and when any are received, and the selection of a business opportunity may take
several months or more.
The Company has no business proposals under consideration as of the date of
this annual report.
4
Prior to making a decision to participate in a business opportunity, the
Company will generally request that it be provided with written materials
regarding the business opportunity containing such items as a description of
products, services and company history; management resumes; financial
information; available projections, with related assumptions upon which they are
based; an explanation of proprietary products and services; evidence of existing
patents, trademarks, or services marks, or rights thereto; present and proposed
forms of compensation to management; a description of transactions between such
company and its affiliates during relevant periods; a description of present and
required facilities; an analysis of risks and competitive conditions; a
financial plan of operation and estimated capital requirements; audited
financial statements, or if they are not available, unaudited financial
statements, together with reasonable assurances that audited financial
statements would be able to be produced prior to completion of a merger
transaction; and other information deemed relevant.
As part of the Company's investigation, the Company's executive officers
and directors may meet personally with management and key personnel, may visit
and inspect material facilities, obtain independent analysis or verification of
certain information provided, check references of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise.
Company management believes that various types of potential merger or
acquisition candidates might find a business combination with the Company to be
attractive. These include acquisition candidates desiring to create a public
market for their shares in order to enhance liquidity for current shareholders,
acquisition candidates which have long-term plans for raising capital through
the public sale of securities and believe that the possible prior existence of a
public market for their securities would be beneficial, and acquisition
candidates which plan to acquire additional assets through issuance of
securities rather than for cash, and believe that the possibility of development
of a public market for their securities will be of assistance in that process.
Acquisition candidates which have a need for an immediate cash infusion are not
likely to find a potential business combination with the Company to be an
attractive alternative.
Form of Acquisition
It is impossible to predict the manner in which the Company may participate
in a business opportunity. Specific business opportunities will be reviewed as
well as the respective needs and desires of the Company and the promoters of the
opportunity and, upon the basis of that review and the relative negotiating
strength of the Company and such promoters, the legal structure or method deemed
by management to be suitable will be selected. Such structure may include, but
is not limited to leases, purchase and sale agreements, licenses, joint ventures
and other contractual arrangements. The Company may act directly or indirectly
through an interest in a partnership, corporation or other form of organization.
Implementing such structure may require the merger, consolidation or
reorganization of the Company with other corporations or forms of business
organization, and although it is likely, there can be no assurance that the
Company would be the surviving entity. In addition, the present management and
stockholders of the Company most likely will not have control of a majority of
the voting shares of the Company following a reorganization transaction. As part
of such a transaction, the Company's existing directors may resign and new
directors may be appointed without any vote by stockholders.
5
It is likely that the Company will acquire its participation in a business
opportunity through the issuance of common stock or other securities of the
Company. Although the terms of any such transaction cannot be predicted, it
should be noted that in certain circumstances the criteria for determining
whether or not an acquisition is a so-called "tax free" reorganization under the
Internal Revenue Code of 1986 (the "Internal Revenue Code"), depends upon the
issuance to the stockholders of the acquired company of a controlling interest
(i.e., 80% or more) of the common stock of the combined entities immediately
following the reorganization. If a transaction were structured to take advantage
of these provisions rather than other "tax free" provisions provided under the
Internal Revenue Code, the Company's current stockholders would retain in the
aggregate 20% or less of the total issued and outstanding shares. This could
result in substantial additional dilution in the equity of those who were
stockholders of the Company prior to such reorganization. Any such issuance of
additional shares might also be done simultaneously with a sale or transfer of
shares representing a controlling interest in the Company by the current
officers, directors and principal shareholders.
It is anticipated that any new securities issued in any reorganization
would be issued in reliance upon exemptions, if any are available, from
registration under applicable federal and state securities laws. In some
circumstances, however, as a negotiated element of the transaction, the Company
may agree to register such securities either at the time the transaction is
consummated, or under certain conditions or at specified times thereafter. The
issuance of substantial additional securities and their potential sale into any
trading market that might develop in the Company's securities may have a
depressive effect upon such market.
The Company will participate in a business opportunity only after the
negotiation and execution of a written agreement. Although the terms of such
agreement cannot be predicted, generally such an agreement would require
specific representations and warranties by all of the parties thereto, specify
certain events of default, detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing, outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.
As a general matter, the Company anticipates that it, and/or its officers
and principal shareholders will enter into a letter of intent with the
management, principals or owners of a prospective business opportunity prior to
signing a binding agreement. Such a letter of intent will set forth the terms of
the proposed acquisition but will not bind any of the parties to consummate the
transaction. Execution of a letter of intent will by no means indicate that
consummation of an acquisition is probable. Neither the Company nor any of the
other parties to the letter of intent will be bound to consummate the
acquisition unless and until a definitive agreement concerning the acquisition
as described in the preceding paragraph is executed. Even after a definitive
agreement is executed, it is possible that the acquisition would not be
consummated should any party elect to exercise any right provided in the
agreement to terminate it on specified grounds.
6
It is anticipated that the investigation of specific business opportunities
and the negotiation, drafting and execution of relevant agreements, disclosure
documents and other instruments will require substantial management time and
attention and substantial costs for accountants, attorneys and others. If a
decision were made not to participate in a specific business opportunity, the
costs theretofore incurred in the related investigation would not be
recoverable. Moreover, because many providers of goods and services require
compensation at the time or soon after the goods and services are provided, the
inability of the Company to pay until an indeterminate future time may make it
impossible to procure goods and services.
An acquisition made by the Company may be in an industry which is regulated
or licensed by federal, state or local authorities. Compliance with such
regulations can be expected to be a time-consuming and expensive process.
Competition
The Company expects to encounter substantial competition in its efforts to
locate attractive opportunities, primarily from business development companies,
venture capital partnerships and corporations, venture capital affiliates of
large industrial and financial companies, small investment companies, and
wealthy individuals. Many of these entities will have significantly greater
experience, resources and managerial capabilities than the Company and will
therefore be in a better position than the Company to obtain access to
attractive business opportunities. The Company also will possibly experience
competition from other public "Blank Check" companies, some of which may have
more funds available than does the Company.
No Rights of Dissenting Shareholders
The Company does not intend to provide its shareholders with disclosure
documentation concerning a possible target company prior to acquisition, because
the Nevada Business Corporation Act vests authority in the board of directors to
decide and approve matters involving acquisitions within certain restrictions.
If any transaction is structured as an acquisition, not a merger, with the
Company being the parent company and the acquiree being merged into a wholly
owned subsidiary, a shareholder will have no right of dissent under Nevada law.
Employees
The Company has no employees. Management of the Company expects to use
consultants, attorneys and accountants as necessary, and does not anticipate a
need to engage any full-time employees so long as it is seeking and evaluating
business opportunities. The need for employees and their availability will be
addressed in connection with the decision whether or not to acquire or
participate in specific business opportunities. The Company has previously
paid its Secretary/Treasurer in 2004 and 2009 for her services in bookkeeping,
recordkeeping, filing tax forms and filing of reports with the SEC. Although
there is no current plan with respect to its nature or amount, additional
remuneration may be paid to or accrued for the benefit of, the Company's
officers prior to, or in conjunction with, the completion of a business
acquisition for services actually rendered.
7
ITEM 2. Properties.
The Company has no property. The Company does not currently maintain an office
or any other facilities. It does currently maintain a mailing address at the
home of its President, John P. O'Shea, 2 Gold Street, PH 12, New York, NY 10038.
The Company pays no rent for the use of this mailing address. The Company does
not believe that it will need to maintain an office at any time in the
foreseeable future in order to carry out its plan of operations described
herein.
ITEM 3. Legal Proceedings.
The Company is not a party to any legal proceedings, and no such proceedings
are known to be contemplated.
ITEM 4. Mine Safety Disclosures.
Not applicable.
8
PART II
ITEM 5. Market for Registrant's Common Equity, Related Shareholder Matters
and Issuer Purchases of Equity Securities.
There is a limited public trading market for the Company's shares of common
stock, under the symbol STQN. The shares are traded on the OTC Pink marketplace.
The following table shows the quarterly high and low bid prices during 2014
and 2015 as reported by Bloomberg, LP. These are the inter-dealer bid
quotations, without retail mark-up, mark-down or commission, and may not
necessarily represent actual transactions.
YEAR PERIOD HIGH LOW
------ ------------- ---- ----
2014 First Quarter 0.352 0.23
Second Quarter 0.285 0.285
Third Quarter 0.715 0.285
Fourth Quarter 0.56 0.47
2015 First Quarter 0.70 0.56
Second Quarter 0.65 0.55
Third Quarter 0.58 0.55
Fourth Quarter 0.58 0.55
At March 8, 2016, there were approximately 55 holders of record and
75 beneficial owners of the Company's common stock.
The Board of Directors has never declared a dividend and the Company does not
anticipate paying dividends at any time in the foreseeable future. Also, in the
event of the acquisition of a business by the Company, control of the Company
and its Board of Directors may pass to others and the payment of dividends would
be wholly dependent upon the decisions of such persons.
The Company does not have an equity compensation plan.
The Company did not repurchase any equity securities during the last fiscal
year.
9
ITEM 6. Selected Financial Data.
Not applicable. As a smaller reporting company we are not required to provide
the information otherwise required by this item.
ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The following discussion should be read in conjunction with the accompanying
audited financial statements for the year ended December 31, 2015.
Liquidity and Capital Resources
The Company has limited capital resources and stockholder's equity. At
December 31, 2015, the Company had liquid assets in the form of cash and
cash equivalents of $2,890 and liabilities of $0.
The Company had no material commitments for capital expenditures at December 31,
2015.
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. The
Company can provide no assurance that it will continue to satisfy its cash
requirements for the next twelve months if a suitable acquisition/merger is
completed.
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 years ended December 31, 2015 and 2014, the Company showed net
losses of $8,102 and $9,282, respectively. The decrease in net loss was due
primarily to a change in the timing of payments to the Company's auditor.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements.
10
ITEM 8. Financial Statements and Supplementary Data.
STRATEGIC ACQUISITIONS INC.
INDEX TO FINANCIAL STATEMENTS
CONTENTS
PAGE
----
Reports of Independent Registered Public Accounting Firms F1
Balance Sheets, December 31, 2015 and 2014 F3
Statements of Operations for the Years Ended
December 31, 2015 and 2014 F4
Statements of Stockholders' Equity, for the Years Ended
December 31, 2015 and 2014 F5
Statements of Cash Flows for the Years Ended
December 31, 2015 and 2014 F6
Notes to Financial Statements F7-10
11
[DKM CERTIFIED PUBLIC ACCOUNTANTS LETTERHEAD]
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Strategic Acquisitions, Inc.
We have audited the accompanying balance sheets of Strategic Acquisitions, Inc.
(the "Company"), as of December 31, 2014 and 2013, and the related statements
of operations, stockholders' equity, and cash flows for the year then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audit.
We conducted our audits in accordance with the standards of The Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required at this time, to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. Our audit included consideration
of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit
also includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audit provided a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as of December 31,
2014 and 2013, and the results of its operations and its cash flows for the
years then ended, in conformity with accounting principles generally accepted
in the United States of America.
/s/ DKM Certified Public Accountants
DKM Certified Public Accountants
Clearwater, Florida
March 30, 2015
F1
[SEALE AND BEERS, CPAS LETTERHEAD]
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Strategic Acquisitions, Inc.
We have audited the accompanying balance sheets of Strategic Acquisitions, Inc.
as of December 31, 2015, and the related statements of income, stockholders'
equity (deficit), and cash flows for the year ended December 31, 2015.
Strategic Acquisitions, Inc.'s managements is responsible for these financial
statements. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with the standards of The Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit
also includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Strategic Acquisitions, Inc.
as of December 31, 2015, and the related statements of income, stockholders'
equity (deficit), and cash flows for the year ended December 31, 2015 in
conformity with accounting principles generally accepted in the United States
of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 6 to the
financial statements, the Company has no revenues, has incurred recurring
losses and recurring negative cash flow from operating activities, and has
an accumulated deficit which raises substantial doubt about its ability to
continue as a going concern. Management's plans concerning these matters are
also described in Note 6. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Seale and Beers, CPAs
Seale and Beers, CPAs
Las Vegas, NV
March 28, 2016
F2
STRATEGIC ACQUISITIONS INC.
BALANCE SHEETS
Dec 31, Dec 31,
2015 2014
----------- -----------
ASSETS
Current Assets:
Cash and Equivalents $ 2,890 $ 992
-------- --------
TOTAL CURRENT ASSETS $ 2,890 $ 992
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable $ - $ -
-------- --------
TOTAL CURRENT LIABILITIES $ - $ -
======== ========
Stockholders' Equity
Common Stock, $0.001 par value; 50,000,000
Shares authorized; 1,715,000 shares and
1,690,000 shares, respectively,
issued and outstanding $ 1,715 $ 1,690
Additional Paid-In Capital 216,688 206,713
Accumulated Deficit (215,513) (207,411)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 2,890 992
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,890 $ 992
======== ========
The accompanying notes are an integral part of these financial statements.
F3
STRATEGIC ACQUISITIONS INC.
STATEMENTS OF OPERATIONS
For the year For the year
ended ended
December 31, December 31,
2015 2014
------------ ------------
Revenues: $ - $ -
------------ ------------
Expenses:
General & Administrative 8,102 9,284
------------ ------------
Total Expenses 8,102 9,284
------------ ------------
Other Income:
Interest Income - 2
------------ ------------
Total Other Income - 2
------------ ------------
NET INCOME (LOSS) $ (8,102) $ (9,282)
============ ============
Weighted Average Number of
Common Stock Outstanding
- Basic & Fully Diluted 1,709,658 1,690,000
============ ============
Net Income (Loss) Per Common Share
- Basic & Fully Diluted $ (0.00) $ (0.01)
============ ============
The accompanying notes are an integral part of these financial statements.
F4
STRATEGIC ACQUISITIONS INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
Additional Total Accumulated
Common Stock Paid-In Stockholder's
Shares Amount Capital (Deficit) Equity
---------- --------- --------- --------- ---------
Balance - December 31, 2013 1,690,000 $ 1,690 $ 206,713 $(198,129)$ 10,274
Net (Loss), December 31, 2014 (9,282) (9,282)
--------- --------- --------- --------- ---------
Balance - December 31, 2014 1,690,000 $ 1,690 $ 206,713 $(207,411)$ 992
--------- --------- --------- --------- ---------
Issuance of common stock
on March 19, 2015 for
cash of $0.40 per share 25,000 $ 25 $ 9,975 $ - $ 10,000
Net (Loss), December 31, 2015 (8,102) (8,102)
--------- --------- --------- --------- ---------
Balance - December 31, 2015 1,715,000 $ 1,715 $ 216,688 $(215,513)$ 2,890
========= ========= ========= ========= =========
The accompanying notes are an integral part of these financial statements.
F5
STRATEGIC ACQUISITIONS INC.
STATEMENTS OF CASH FLOWS
For the For the
year ended year ended
December 31, December 31,
2015 2014
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (8,102) $ (9,282)
Adjustments to Reconcile Net Loss to
Net Cash Used by Operating Activities:
Increase (Decrease) in accounts payable - -
---------- ----------
Net cash flows from Operating Activities (8,102) (9,282)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock, net of costs 10,000 -
---------- ----------
Net cash flows from financing activities 10,000 -
---------- ----------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 1,898 (9,282)
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 992 10,274
---------- ----------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 2,890 $ 992
========== ==========
The accompanying notes are an integral part of these financial statements.
F6
STRATEGIC ACQUISITIONS INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2015 AND 2014
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES AND PROCEDURES
ORGANIZATION
The Company was organized January 27, 1989 (Date of Inception) under the laws
of the State of Nevada, as Strategic Acquisitions, Inc.
Since inception, the Company has not engaged in any business other than
organizational efforts, the sale of stock, and the evaluation of potential
acquisition targets. It has no full-time employees and owns no real property.
The Company intends to seek to acquire one or more existing businesses that
have existing management, through merger or acquisition. Management of
the Company will have virtually unlimited discretion in determining the
business activities in which the Company might engage.
ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS
The Company maintains a cash balance in an interest-bearing account that
currently does not exceed federally insured limits. For the purpose of
the statements of cash flows, all highly liquid investments with an original
maturity of three months or less are considered to be cash equivalents.
CONCENTRATION OF CREDIT RISK
At December 31, 2015, and 2014, the Company maintained all of its cash in one
commercial bank. The Company has not experienced any losses on such accounts.
REVENUE RECOGNITION
The Company recognizes revenue on an accrual basis as it invoices for services.
REPORTING ON THE COSTS OF START-UP ACTIVITIES
ASC 720-15, "Start-Up Costs," which provides guidance on the financial
reporting of start-up costs and organizational costs, requires most costs of
start-up activities and organizational costs to be expensed as incurred.
LOSS PER SHARE
Net loss per share is provided in accordance with ASC 260, "Earnings Per Share".
Basic loss per share is computed by dividing losses available to common
stockholders by the weighted average number of common shares outstanding during
the period. The Company had no dilutive common stock equivalents, such as
stock options or warrants, as of December 31, 2015.
F7
ADVERTISING COSTS
The Company expenses all costs of advertising as incurred. There were no
advertising costs included in selling, general and administrative expenses
for the years ended December 31, 2015 and 2014.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value estimates discussed herein are based upon certain market assumptions
and pertinent information available to management as of December 31, 2015.
The respective carrying value of certain on-balance-sheet financial instruments
approximated their fair values. These financial instruments include cash and
accounts payable. Fair values were assumed to approximate carrying values for
cash and payables because they are short term in nature and their carrying
amounts approximate fair values or they are payable on demand.
SEGMENT REPORTING
The Company follows ASC 280, "Segment Reporting". The Company operates as a
single segment and will evaluate additional segment disclosure requirements
as it expands its operations.
DIVIDENDS
The Company has not yet adopted any policy regarding payment of dividends.
No dividends have been paid or declared since inception.
INCOME TAXES
The Company follows ASC 740, "Income Taxes" for recording the provision for
income taxes. Deferred tax assets and liabilities are computed based upon the
difference between the financial statement and income tax basis of assets and
liabilities using the enacted marginal tax rate applicable when the related
asset or liability is expected to be realized or settled. Deferred income tax
expenses or benefits are based on the changes in the asset or liability each
period. If available evidence suggests that it is more likely than not that
some portion or all of the deferred tax assets will not be realized, a
valuation allowance is required to reduce the deferred tax assets to the
amount that is more likely than not to be realized. Future changes in such
valuation allowance are included in the provision for deferred income taxes
in the period of change.
Deferred income taxes may arise from temporary differences resulting from
income and expense items reported for financial accounting and tax purposes in
different periods. Deferred taxes are classified as current or non-current,
depending on the classification of assets and liabilities to which they relate.
Deferred taxes arising from temporary differences that are not related to an
asset or liability are classified as current or non-current depending
on the periods in which the temporary differences are expected to reverse.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
We have reviewed the FASB issued Accounting Standards Update ("ASU") accounting
pronouncements and interpretations thereof that have effectiveness dates during
the periods reported and in future periods. The Company has carefully
considered the new pronouncements that alter previous generally accepted
accounting principles and does not believe that any new or modified principles
will have a material impact on the Company's reported financial position or
operations in the near term. The applicability of any standard is subject to
the formal review of our financial management and certain standards are under
consideration. Reference is made to these recent accounting pronouncements as
if they are set forth herein in their entirety.
F8
NOTE 2 - INCOME TAXES
The Company accounts for income taxes under ASC 740, "Income Taxes", which
requires use of the liability method. ASC 740 provides that deferred tax
assets and liabilities are recorded based on the differences between the tax
bases of assets and liabilities and their carrying amounts for financial
reporting purposes, referred to as temporary differences. Deferred tax
assets and liabilities at the end of each period are determined using the
currently enacted tax rates applied to taxable income in the periods in which
the deferred tax assets and liabilities are expected to be settled or realized.
The provision for income taxes differs from the amount computed by applying the
statutory federal income tax rate to income before provision for income taxes.
The sources and tax effects of the differences are as follows:
U.S federal statutory rate (34.0%)
Valuation reserve 34.0%
Total - %
As of December 31, 2015, the Company has a net operating loss carryforward of
approximately $172,000 for tax purposes, which will be available to offset
future taxable income. If not used, this carryforward will expire between
2019 and 2035. The deferred tax asset relating to the operating loss
carryforward has been fully reserved at December 31, 2015. The availability of
this operating loss to offset future earnings may be limited under the change
of control provisions of Internal Revenue Code Section 381. For the years
ended December 31, 2015 and 2014, the valuation allowance increased by
approximately $2,700 and $3,200, respectively.
Management has concluded that the Company has no uncertain tax positions
requiring disclosure pursuant to ASC 740. The tax years open for audit are
2012 to 2015.
NOTE 3 - RELATED PARTY TRANSACTIONS
The Company currently utilizes the home of its President as a mailing
address "rent free". 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.
F9
NOTE 4 - STOCKHOLDERS' EQUITY
The Company is authorized to issue 50,000,000 shares of its $0.001 par value
Common Stock.
On July 31, 1989, the Company issued 1,360,000 shares of its $0.001 par value
Common Stock to its directors for cash in the amount of $6,000.
During the fourth quarter 1989, the Company's public offering was declared
effective. In connection therewith, the Company sold 40,000 units of Common
Stock at $6.00 per unit. Each unit consisted of six shares of $0.001 par value
common stock, thirty Class A Warrants, thirty Class B Warrants, and thirty
Class C Warrants. The Class A Warrants, Class B Warrants, and Class C Warrants
expired on July 15, 2004.
The Company granted the underwriters of its initial public offering Warrants to
purchase an aggregate of 4,000 units that were identical in all respects to the
units sold to the public, pursuant to the terms of the underwriting agreement,
at an exercise price of $6.42 per unit. The underwriter's warrants expired on
July 15, 2004.
On June 30, 2004, the Company issued 10,000 shares of its $0.001 par value
Common Stock to an officer and director of the Company for services valued at
$3,100.
On February 25, 2013, the Company issued 80,000 shares of its $0.001 par value
Common Stock to an officer and director of the Company, for cash in the amount
of $20,000, in a private placement transaction.
On March 19, 2015, the Company issued 25,000 shares of its $0.001 par value
Common Stock to an officer and director of the Company, for cash in the amount
of $10,000, in a private placement transaction.
There have been no other issuances of Common Stock as of December 31, 2015.
NOTE 5 - SUBSEQUENT EVENT
On March 1, 2016, the Company issued 25,000 shares of its $0.001 par value
Common Stock to an officer and director of the Company, John P. O'Shea, for
cash in the amount of $10,000, paid for with personal funds in a private
placement transaction. Previously, Mr. O'Shea owned 1,479,800 shares. As a
result of this transaction, Mr. O'Shea is the owner of 1,504,800 shares of
the Company, or approximately 86.48% of outstanding shares.
NOTE 6 - GOING CONCERN
The Company has incurred net losses of approximately $215,513 for the period
from January 27, 1989 (Inception) through December 31, 2015 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.
F10
ITEM 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
On July 28, 2015, the Company dismissed DKM Certified Public Accountants, its
independent registered public accounting firm, and appointed Seale and Beers,
CPAs as its new independent registered public accounting firm. The change in
accountants was approved by the Company's Board of Directors and reported on
Form 8-K filed on August 3, 2015.
ITEM 9A. 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.
Management's Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rule 13a-15(f) of the Securities
Exchange Act of 1934. A company's internal control over financial reporting is a
process designed by the Company's principal executive and principal financial
officers, and effected by the Company's board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. Our
internal control over financial reporting includes policies and procedures that
(i) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of assets, (ii) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with U.S. generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of our management and directors and
(iii) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisitions, use, or dispositions of our assets that could have a
material effect on the financial statements. Because of its inherent
limitations, internal control over financial reporting may not prevent or detect
misstatements. Projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
12
Management, including the President/Principal Financial Officer and
Secretary/Treasurer, has conducted an evaluation of the effectiveness of the
Company's internal control over financial reporting as of December 31, 2015.
Management's evaluation of the effectiveness of the Company's internal control
over financial reporting is based on the framework described in "Internal
Control - Integrated Framework" issued by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO").
Based on its assessment, management concluded that the Company's internal
control over financial reporting was effective as of December 31, 2015.
This Annual Report does not include an attestation report of the Company's
independent registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by the
Company's independent registered public accounting firm pursuant to temporary
rules of the SEC that permit the Company to provide only management's report
in this Annual Report.
This report shall not be deemed to be filed for purposes of Section 18 of
the Securities Exchange Act of 1934, or otherwise subject to the liabilities
of that section, and is not incorporated by reference into any filing of the
Company, whether made before or after the date hereof, regardless of any general
incorporation language in such filing.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting during
the quarter ended December 31, 2015 that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.
ITEM 9B. Other Information.
None.
13
PART III
ITEM 10. Directors, Executive Officers and Corporate Governance.
The following is a list of directors and executive officers of the Company
as of December 31, 2015, their ages and all positions held by each of them
during the past five years.
John P. O'Shea, 59, is the Company's President and a director since 2004.
Mr. O'Shea has been Chairman of Global Alliance Securities LLC since
January 2014. Previously he was Co-Chairman of TerraNova Capital
Equities, Inc. from October 2010 to November 2014. Since 1997,
Mr. O'Shea has been an officer and director of Westminster Securities
Corp, currently as Chairman, CEO and Director. He is also a
non-executive director on the board of BlueRock Energy Holdings, Inc.
Mr. O'Shea holds a BA and MA in Economics from the University of
Cincinnati.
Marika Xirouhakis Tonay, 35, is the Company's Secretary/Treasurer and a
director since 2004. Ms. Tonay has been registered with a FINRA-member
firm since January 2012, currently in the role of Compliance Manager.
Previously she was CCO & COO of Andrews Securities, LLC from November 2010
to December 2011. From April 2009 to November 2011 she was a financial
services consultant. From January 1999 until March 2009, she was employed
by Westminster Securities Corp. She attended New York University,
Stern School of Business, graduating Magna Cum Laude with a BS in Finance
and Management.
Section 16(a) Beneficial Ownership Reporting Compliance
Each of the Company's officers, directors and beneficial owners of more than
10% of its common stock is in compliance with Section 16(a) of the Exchange Act.
Code of Ethics
The Company has adopted a code of ethics which applies to its principal
executive officer, principal financial officer, principal accounting officer or
persons performing similar functions. A copy of this code of ethics was
previously included as an exhibit to our annual report on Form 10-KSB for the
fiscal year ended December 31, 2005. We will also provide a copy of our code
of ethics, without charge, to any person who requests it by contacting us
via mail, telephone or facsimile transmission.
Corporate Governance
There have been no material changes to the procedures by which security holders
may recommend nominees to the Company's board of directors.
The Company is not a listed issuer and therefore is not required to have a
separately-designated standing audit committee, nor an audit committee financial
expert. The entire board of directors of the Company serves as its audit
committee.
14
Item 11. Executive Compensation.
There was no compensation awarded to, earned by or paid to any officer or
director by the Company during the fiscal year. Compensation was previously
paid to the Company's secretary/treasurer in 2004 and additional compensation
was paid in the first quarter of 2009 for ongoing services. The Company's
President has not received any compensation and no compensation is currently
intended to be paid to him. Each of the Company's officers may from time to
time be reimbursed for out-of-pocket expenses incurred on behalf of the
Company. See "Certain Relationships and Related Transactions." The Company
has no stock option, retirement, pension, or profit-sharing programs for the
benefit of directors, officers or other employees, but the Board of
Directors may recommend adoption of one or more such programs in the future.
Compensation Committee Interlocks and Insider Participation
The Company has no compensation committee. Its officers, John O'Shea and
Marika Tonay, participate in deliberations of the board of directors
concerning executive officer compensation.
Compensation Committee Report
There was no Compensation Discussion and Analysis prepared during the fiscal
year, as there was no compensation paid or contemplated to be paid during
such time. John O'Shea and Marika Tonay perform the functions of the
compensation committee.
15
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.
Equity Compensation Plan
The Company does not have an equity compensation plan, nor are any securities
authorized for issuance under any such type plan.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of March 3, 2016, the number of shares
of common stock owned of record and beneficially by executive officers,
directors and any person who is the beneficial owner of more than 5% of the
Company's common stock. Also included are the shares held by all executive
officers and directors as a group. The Company does not have outstanding any
shares of preferred stock, any other securities convertible into common stock,
or any options or warrants to acquire common stock.
NAME AND ADDRESS OF NUMBER OF SHARES PERCENT
BENEFICIAL OWNER OWNED BENEFICIALLY OF CLASS
---------------------------- ------------------ ----------
John P. O'Shea 1,504,800 86.48%
c/o 100 Wall St, 7th Fl
New York, NY 10005
Marika X. Tonay 14,000 0.80%
c/o 100 Wall St, 7th Fl
New York, NY 10005
All directors and executive 1,518,800 87.29%
officers as a group (2 persons)
Each principal shareholder has sole investment power and sole voting power over
the shares owned.
Possible Change in Control
In the event of a purchase of control by other persons, or a merger, the
shareholders and management listed above will no longer own the percentages set
forth above, and shareholders may be subject to decisions by the new control
parties to which they may not assent.
16
ITEM 13. Certain Relationships and Related Transactions,
and Director Independence.
Transactions with Related Persons
On March 1, 2016, John P. O'Shea, the President of the Company, purchased,
with personal funds, 25,000 restricted shares of common stock issued by the
Company in a private placement transaction.
On March 19, 2015, John P. O'Shea, the President of the Company, purchased,
with personal funds, 25,000 restricted shares of common stock issued by the
Company in a private placement transaction.
Although there are no current plans to do so, the Company may pay compensation
to its President or additional compensation to its Secretary/Treasurer in
connection with maintaining the Company's public status, seeking business
opportunities and/or completing a merger or acquisition transaction.
The Company maintains a mailing address at the home of its President, John P.
O'Shea, 2 Gold St, PH 12, New York, NY 10038. It pays no rent and incurs
no expense for maintenance of this address.
Promoters and Certain Control Persons
John P. O'Shea acquired control of the Company on February 10, 2004. He
purchased, with personal funds, an aggregate of 874,667 restricted shares
from two prior shareholders of the Company. The shares were purchased
for $0.2745 per share, which was a discount to the $0.31 public market price
of the shares at the time. Mr. O'Shea held 30,700 shares prior to the
transaction, and he concurrently purchased 16,100 shares in the open market
at $0.31 per share, for a total of 921,467 shares. In July 2010, Mr. O'Shea
purchased, with personal funds, an additional 384,633 restricted shares of
common stock from a third party shareholder, at $0.195 per share, which was
a premium to the last trade price of $0.15 per share but approximately equal
to the prevailing bid price. In March 2011, Mr. O'Shea purchased, with
personal funds, an additional 68,700 restricted shares of common stock from
a third party shareholder, at $0.25 per share, which was a discount to the
most recent trade price of $0.51 but approximately equal to the prevailing
bid price. In February 2013, Mr. O'Shea purchased, with personal funds, an
additional 80,000 restricted newly issued shares of common stock from the
Company in a private placement transaction, at $0.25 per share, which was
a premium to the prevailing bid price of $0.23 per share. In March 2015,
Mr. O'Shea purchased, with personal funds, an additional 25,000 restricted
newly issued shares of common stock from the Company in a private placement
transaction, at $0.40 per share, which was a discount to the prevailing bid
price of $0.65 per share but approximately equal to the 52-week average bid
price. are, which was a premium to the prevailing bid price of $0.23 per
share. In March 2016, Mr. O'Shea purchased, with personal funds, an additional
25,000 restricted newly issued shares of common stock from the Company in a
private placement transaction, at $0.40 per share, which was a discount to the
stock's closing price of $0.55 per share. Following these transactions,
Mr. O'Shea was the owner of 1,504,800 shares of common stock, increasing his
ownership to 86.48% of outstanding shares. No promoter was involved in any of
these transactions.
17
Director Independence
The Company does not have any independent directors. Both of the Company's
directors are also executive officers of the Company. The Company is not a
listed issuer and is not required by any securities exchange or quotation
system to have independent directors. There are no transactions, relationships
or arrangements with any director undertaken or considered during the Company's
last two fiscal years, other than as discussed above under "Transactions with
Related Persons".
ITEM 14. Principal Accounting Fees and Services.
(1) Audit Fees
The aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal accountants for the audit of the Company's
annual financial statements and review of financial statements included in the
Company's Form 10-Q (17 CFR 249.308b) or services that are normally provided by
the accountant in connection with statutory and regulatory filings or
engagements for those fiscal years were $7,250 for the fiscal year ended
December 31, 2015 and $6,250 for the fiscal year ended December 31, 2014.
(2) Audit-Related Fees
There have been no fees billed in either of the last two fiscal years for
assurance and related services by the principal accountant.
(3) Tax Fees
There have been no fees billed in either of the last two fiscal years for
professional services rendered by the principal accountant for tax compliance,
tax advice, or tax planning.
(4) All Other Fees
There have been no fees billed in either of the last two fiscal years for
products and services provided by the principal accountant, other than the
services reported above.
(5) Pre-Approval Policies and Procedures
Before the principal accountant is engaged by the Company to render audit or
non-audit services, the engagement is approved by the Company's Board of
Directors acting as the audit committee.
18
PART IV
ITEM 15. Exhibits, Financial Statement Schedules.
(a)(1) Financial Statements
See ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
(a)(2) Financial Statement Schedules
None
(a)(3) Exhibits
31.1 Certification by the Principal Executive Officer and Principal
Financial Officer pursuant to Section 302 of the Sarbanes-0xley Act
of 2002
32.1 Certification by 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
19
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: March 30, 2016
STRATEGIC ACQUISITIONS, INC.
By: /s/ JOHN P. O'SHEA
------------------------
John P. O'Shea
President and
Principal Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Name Title Date
---- ----- ----
President
/s/ JOHN P. O'SHEA Principal Financial Officer
---------------------- Director March 30, 2016
John P. O'Shea
Secretary
/s/ MARIKA X. TONAY Treasurer
---------------------- Director March 30, 2016
Marika X. Tonay
20