If the filing person has previously filed a
statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because
of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].
Note. Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom
copies are to be sent.
CUSIP No. 86269D 10 6
|
Schedule 13D
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Page 2 of 6 Pages
|
1
|
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
NextCoal International, Inc.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) [ ]
(b) [ ]
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (see instructions)
PF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[ ]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Wyoming, USA
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
125,000, common shares
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
125,000 common shares
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,000 common shares
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
[ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.18% of common stock(1)
|
14
|
TYPE OF REPORTING PERSON (see instructions)
CO
|
2
CUSIP No. 86269D 10 6
|
Schedule 13D
|
Page 3 of 6 Pages
|
1) Percentage of total voting power represents
voting power with respect to all shares of the Common Stock (1,740,000 common shares issued and outstanding), as a single class.
Shares issued and outstanding as described in Item 5 of this Schedule 13D, as reported in the Issuer’s Quarterly Report on
Form 10-Q filed with the U. S. Securities and Exchange Commission (“SEC”) on November 14, 2016.
Item 1.
|
|
Security and Issuer
|
|
|
|
|
(a)
|
Name of Issuer
:
|
|
|
|
|
|
Strategic Acquisitions, Inc., a Nevada corporation (the "Issuer").
|
|
|
|
|
(b)
|
Address of Issuer’s Principal Executive Offices
:
|
|
|
|
|
|
2 Gold St – PH 12
|
|
|
New York, NY 10038
|
|
|
|
Item 2
.
|
|
Identity and Background.
|
|
|
|
|
(a)
|
Name of Person Filing:
|
|
(b)
|
Address of Principal Business Office
:
|
|
(c)
|
Citizenship
:
|
|
|
|
|
|
NextCoal International, Inc.
1459 Shunpike Road
Cambridge, NY 12816
|
Item 3. Source and Amount of Funds or Other Consideration.
On or about December 30, 2016, NextCoal International,
Inc. ("Reporting Person") purchased 125,000 Common shares for $50,000 in a private transaction directly from John P.
O'Shea, the Issuer's largest shareholder. The funds to purchase these shares came directly from the bank account of
Andrzej
Krakowski, on behalf of the Reporting Person
. The funds came from savings Mr.
Andrzej Krakowski
had on hand
.
3
CUSIP No. 86269D 10 6
|
Schedule 13D
|
Page 4 of 6 Pages
|
Item 4. Purpose of Transaction.
The Reporting Person has acquired the Securities
of the Issuer for investment purposes, and such purchases have been made in the Reporting Person’s ordinary course of business.
Item 5. Interest in Securities of the Issuer.
(a) Amount Beneficially Owned:
As of the close of business on December 30,
2016 NextCoal International, Inc., a Wyoming corporation, beneficially owns 125,000 shares of the Issuer's Common shares. Jonathan
Braun is the President of NextCoal International, Inc. He has the ultimate voting control over the shares held by this entity.
The 125,000 Common shares were purchased in a private transaction from John P. O'Shea, the largest shareholder of Strategic Acquisitions,
Inc.
(b) Percent of Class:
As of the close
of business on December 30, 2016, NextCoal International, Inc., a Wyoming corporation, beneficially owns 7.18% of the Issuer’s
Common Stock outstanding (see Item 4(a) above), which percentage was calculated based on 1,740,000
issued
and outstanding Common shares. Percentage of Total Voting Power is calculated based on 1,740,000 Common shares issued and outstanding.
This was reported in the Issuer’s the Issuer’s Quarterly Report on
Form 10-Q filed with the SEC on November
14, 2016.
4
CUSIP No. 86269D 10 6
|
Schedule 13D
|
Page 5 of 6 Pages
|
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
See Item 7 on such reporting person’s
cover page hereto.
(ii) Shared power to vote or to direct the vote:
See Item 8 on such reporting person’s
cover page hereto.
(iii) Sole power to dispose or to direct the disposition of:
See Item 9 on such reporting person’s
cover page hereto
(iv) Shared power to dispose or to direct the disposition of:
See Item 10 on such reporting person’s
cover page hereto.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Other than as described in this Schedule 13D,
there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any
other person with respect to any securities of the Issuer.
5
CUSIP No. 86269D 10 6
|
Schedule 13D
|
Page 6 of 6 Pages
|
Item 7. Material to be Filed as Exhibits.
Exhibit
|
Description
|
|
|
1
|
Share Purchase Agreement
Private Transaction
|
SIGNATURES
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information set forth in this statement is true, complete and accurate.
|
NextCoal International, Inc.
|
|
|
|
|
|
December 30, 2016
|
By:
|
/s/ Jonathan Braun
|
|
|
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Jonathan Braun
|
|
|
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President
|
|
|
|
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|
6
Exhibit
1
SHARE
PURCHASE AGREEMENT
T
H
I
S
SHAR
E
PURCH
A
S
E
A
GR
E
EMENT (this "Agreement")
is made as of December 30, 2016 by a
n
d among NextCoal Inter
n
ationa
l
,
Inc
.
(
"
B
uyer
"
)
and Joh
n
P
.
O
'
Shea
("Seller
"
) and
T. J. Jesky
Law Firm
("
Escrow
Agent
"
)
.
W
I T N
E
S S
E
T
H
:
WHE
R
E
AS,
th
e B
u
ye
r
h
ave
a
greed to p
u
rc
h
as
e
Co
mmo
n St
oc
k
(t
h
e "Shares
"
)
of
Strat
egi
c Acqu
isit
ions
,
In
c. (
t
h
e
"
C
omp
a
n
y"
)
owned
b
y Selle
r
thro
ugh a
private sale
o
f t
h
e
Sh
ar
es
to Buyer; and
WHEREAS,
the Seller have agr
e
ed to sell the Sha
r
es
to the Buyer for the purchase price (
"
Purch
a
se
Price
"
)
;
WHEREAS,
the Buyer shall pay the Escrow Agent a fee to act as Escrow Agent
,
which
shall b
e ne
gotiated bet
wee
n
the Buyer and the
Es
crow Agent
;
WHERE
A
S,
Bu
ye
r shall deposi
t
funds
for the purchase of the shares (
"
Deposit
F
un
ds
for P
u
rchase" an
d
req
u
es
t
s
th
e re
l
ease
of
th
e P
ur
c
has
e
P
ric
e af
t
e
r
the
S
h
a
r
e
s
have
be
en reg
is
tere
d
a
nd d
e
li
ve
red
t
o the
B
u
y
er
'
s
ac
c
ou
n
t
;
a
nd
NOW
,
THE
R
EFORE,
in
con
s
i
dera
tion
o
f t
he
cove
nan
ts
and
m
u
t
ual
p
rom
i
ses
contained
herein and other good and valuable consideration
,
the receipt
and legal sufficienc
y
of which are h
e
reb
y
a
cknowledged and intending to be legally bound hereby, the parties agree as follo
w
s:
ARTI
C
L
E
1
P
UR
CHASE
OF THE SHA
R
E
S
1
.
1
.
Bu
ye
r a
gr
ees
to purchase the Shares from Seller at
a
price per share of
US$0.40.
T
h
e
Buy
e
r
shall b
e
purchasing 125
,
000
Shar
e
s from
t
he
Seller.
1
.2.
The Bu
y
er
a
grees
to pa
y t
he Escro
w
Agent
's
fee to
a
ct
a
s
Escro
w A
gent at closing
.
1.3
.
Bu
y
er r
e
pr
e
sents
that it ha
s
the legal r
i
ght
to purchase the Shares
w
ithout th
e
con
se
nt of
a
n
y
oth
e
r
p
erson
.
B
u
y
er
ha
s
m
a
d
e
a
ddi
t
ional r
e
presen
t
ati
o
ns
w
ith resp
e
ct
to it
s p
u
rchase of t
h
e
S
h
a
re
s
.
Bu
ye
r
ac
k
now
l
e
dg
es
that t
h
e E
scr
o
w
Age
n
t
h
a
s
pro
v
id
e
d
n
o
l
e
gal
or
bu
si
ne
s
s
a
d
v
i
ce
to Buyer wi
t
h r
e
sp
e
ct
to it
s inv
e
s
tm
e
nt
in
t
h
e S
h
a
r
e
s
.
1.4
Seller r
e
p
r
esen
t
s
t
hat it has the legal
r
ight
to sell th
e
Shares without the
consent of any other
person. Seller acknowledges that the Escrow Agent has provided no legal or .siness advice to Seller with respect to its investment
in the Shares.
1.5 Seller will deliver to the Escrow Agent a stock
certificate or certificates
for the Shares, free and clear
of all encumbrances and liens, with the appropriate Power of Attorney, signature guaranteed ready to transfer in the name of the
Buyer or the Buyer's designee. Upon receipt of the funds, the Escrow Agent will be responsible to send the endorsed shares and
corresponding Power of Attorney forms via FedEx to the Buyer. The Buyer will be responsible to send the endorsed Shares to Strategic
Acquisitions, Inc.'s authorized transfer agent with directions as to how the Shares should be registered.
ARTICLE 2
TERMS OF THE PURCHASE
2.1. The Escrow Agent hereby agrees to hold the Deposit Funds
for the
Purchase Price pending the Buyer's receipt of the endorsed Shares delivered to the Buyer as follows:
Register to:
|
Deliver to:
|
NextCoal International, Inc.
|
1459 Shunpike Rd. Cambridge, NY 12816
|
2..2.
Closing.
(a) Buyer shall deposit the funds in the amount of Fifty Thousand
Dollars US (US$50,000.00) Deposit Funds for Purchase Price with
the Escrow Agent.
(b) Once
(i) the Escrow Agent receives the Deposit Funds for Purchase Price from Buyer and (ii) the Buyer receives the Shares endorsed and
delivered to the Buyer's account as listed in Section 2.1, the Buyer shall confirm the delivery of shares into the Buyer's account
in writing to the Escrow Agent (iii) the Escrow Agent shall circulate an escrow release notice for signature listing the amount
to be disbursed to the Seller and Escrow Agent and Buyer if there are any funds above the Purchase Price to be remitted to the
Buyer from the Deposit Funds for Purchase Price. The form of the escrow release notice here attached as Exhibit 1.
ARTICLE 3
MISCELLANEOUS
3.1. No waiver or any breach of any covenant or
provision herein contained
shall be deemed a waiver of any preceding
or succeeding breach thereof, or of any other covenant or provision herein contained. No extension of time for performance of any
obligation or act shall be deemed an extension of the time for performance of any other obligation or act.
3.2. All notices or other communications required
or permitted hereunder shall
be in writing, and shall be sent by overnight delivery or
by fax to the addresses set forth on the signature pages hereto.
3.3. This Agreement shall be binding upon and shall
inure to the benefit of the
permitted successors and permitted assigns of the parties
hereto.
3.4. This Agreement is the final expression of,
and contains the entire
agreement between, the parties with respect
to the subject matter hereof and supersedes all prior understandings with respect thereto. This Agreement may not be modified,
changed, supplemented or terminated, nor may any obligations hereunder be waived, except by written instrument signed by the parties
to be charged or by its agent duly authorized in writing or as otherwise expressly permitted herein.
3.5. Whenever required by the context of this
Agreement, the singular shall
include the plural and masculine shall
include the feminine. This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if
both parties had prepared the same. Unless otherwise indicated, all references to Articles are to this Agreement.
3.6. The parties hereto expressly agree that this
Agreement shall be governed
by, interpreted under and construed
and enforced in accordance with the laws of the State of New York. Any action to enforce, arising out of, or relating in any way
to, any provisions of this Agreement shall only be brought in a state or Federal court sitting in New York City.
3.7. The Escrow Agent duties hereunder may be
altered, amended, modified or
revoked only by a writing signed by the Seller, Buyer
and Escrow Agent.
3.8. The Escrow Agent shall be obligated only
for the performance of such
duties as are specifically set
forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by
the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not
be personally liable for any act the Escrow Agent may do or omit to do hereunder while acting in good faith, and any act done or
omitted by either of the Escrow Agent pursuant to the advice of their respective attorneys-at-law shall be conclusive evidence
of such good faith.
3.9. Each of the Escrow Agent is hereby expressly
authorized to disregard any
and all warnings given by any
of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law and is hereby expressly
authorized to comply with and obey orders, judgments or decrees of any court. In case either of the Agents obeys or complies with
any such order, judgment or decree, such party shall not be liable to any of the parties hereto or to any other person, firm or
corporation by reason of such decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been
entered without jurisdiction.
3.10. The
Escrow Agent shall not be liable in any respect on account of the identity, authorization or rights of the parties executing or
delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for thereunder.
3.11. The
Escrow Agent shall be entitled to employ such legal counsel and other experts as the Escrow Agent may deem necessary to properly
advise the Escrow Agent in connection with their duties hereunder, may rely upon the advice of such counsel, and may pay such counsel
reasonable compensation therefor.
3.12. The
Escrow Agent responsibilities as agents hereunder shall terminate if either of the Escrow Agent shall resign by written notice
to the other parties hereto prior to the closing of the purchase and sale of the Shares. In the event of any such resignation,
the Purchase Price shall be returned to the Buyer and the Shares shall be returned to the Seller.
3.13. If either
of the Escrow Agent reasonably requires other or further instruments in connection with this Agreement or obligations in respect
hereto, the necessary parties hereto shall join in furnishing such instruments.
3.14. It is understood
and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the documents,
Shares or the Purchase Price, or any part thereof, held by the Escrow Agent hereunder, the each of the Agent and Escrow Agent is
authorized and directed in its respective sole discretion (1) to retain in the Escrow Agent possession without liability to anyone
all or any part of said documents, Shares or Purchase Price until such disputes shall have been settled either by mutual written
agreement of the parties concerned by a final order, decree or judgment or a court of competent jurisdiction after the time for
appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend
any such proceedings or (2) to return any part of the Purchase Price received to the Buyer and any part of the Shares received
to the Seller and cause all other documents delivered with respect to the purchase and sale of the Shares to be deemed null and
void or (3) to deliver the Purchase Price, Shares and any other property and documents or parts thereof held by the Agents hereunder
to a state or Federal court having competent subject matter jurisdiction and located in the City of New York in accordance with
the applicable procedure therefor.
3.15. The Buyer and
Seller agrees to indemnify and hold harmless the Escrow Agent and their respective partners, employees, agents and representatives
from any and all claims, liabilities, costs or expenses in any way arising from or relating to the duties or performance of either
of the Escrow Agent hereunder or the transactions contemplated hereby other than any such claim, liability, cost or expense against
the Escrow Agent to the extent the same shall have been determined by final, unappealable judgment of a court of competent jurisdiction
to have resulted from the gross negligence or willful misconduct of the applicable of the Escrow Agent.
******************************
[SIGNATURE PAGE TO SHARE PURCHASE
AGREEMENT]
IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of this 30 day of
December, 2016.
SELLER:
John P. O'Shea
[Notary Seal]
Address for Notices:
100 Wall Street 7th Floor
New York, NY 10005
By: /s/ John P. O'Shea
Title: Individual
BUYER:
NextCoal International, Inc.
Address for Notices:
1459 Shunpike Rd.
Cambridge, NY 12816
By: /s/ Jonathan Braun
Name: Jonathan Braun
Title: President