Quarterly Report (10-q)
May 10 2017 - 9:54AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
Commission file number 0-28963
STRATEGIC ACQUISITIONS, INC.
(Exact name of registrant as specified in its charter)
Nevada 13-3506506
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
2 Gold Street, PH 12
New York, NY 10038
(Address of Principal Executive Office)
(212) 878-6532
(Registrant's Telephone Number)
--------------------------------------------------------------------------------
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Indicate by check mark whether the issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
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 [ ]
As of March 31, 2017, a total of 1,765,000 shares of Common Stock,
par value $.001 per share, were issued and outstanding.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
STRATEGIC ACQUISITIONS INC.
BALANCE SHEETS
March 31, Dec 31,
2017 2016
----------- -----------
(Unaudited)
ASSETS
Current Assets:
Cash and Equivalents $ 6,139 $ 1,275
-------- --------
TOTAL CURRENT ASSETS $ 6,139 $ 1,275
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable $ - $ -
-------- --------
TOTAL CURRENT LIABILITIES $ - $ -
======== ========
Stockholders' Equity
Common Stock, $0.001 par value; 50,000,000
Shares authorized; 1,765,000 shares
and 1,740,000 shares, respectively,
issued and outstanding $ 1,765 $ 1,740
Additional Paid-In Capital 236,638 226,663
Accumulated Deficit (232,264) (227,128)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 6,139 1,275
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 6,139 $ 1,275
======== ========
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The accompanying notes are an integral part of these financial statements.
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STRATEGIC ACQUISITIONS INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ending
March 31,
2017 2016
---- ----
Revenues: $ - $ -
--------- ---------
Expenses:
General & Administrative ..... $ 5,136 $ 5,265
--------- ---------
Total Expenses ........... 5,136 5,265
--------- ---------
Other Income:
Interest Income .............. - -
--------- ---------
Total Other Income ....... - -
NET INCOME (LOSS) $ (5,136) $ (5,265)
========= =========
Net Income (Loss) Per Common Share
- basic and fully diluted .... $ (0.00) $ (0.00)
========= =========
Weighted Average Number of
Shares Outstanding..... 1,742,778 1,723,516
========= =========
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The accompanying notes are an integral part of these financial statements.
2
STRATEGIC ACQUISITIONS INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ending
March 31,
2017 2016
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (5,136) $ (5,265)
Adjustments to Reconcile Net Loss to
Net Cash Used by Operating Activities:
Increase (decrease) in accounts payable - -
---------- ----------
Net cash flows from Operating Activities (5,136) (5,265)
CASH FLOWS FROM INVESTING ACTIVITIES - -
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock, net of costs 10,000 10,000
---------- ----------
Net cash flows from financing activities 10,000 10,000
---------- ----------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 4,864 4,735
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 1,275 2,890
---------- ----------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 6,139 $ 7,625
========== ==========
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The accompanying notes are an integral part of these financial statements.
3
STRATEGIC ACQUISITIONS INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2017
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
The consolidated interim financial statements included herein, presented
in conformity with United States generally accepted accounting principles and
stated in US dollars, have been prepared by the Company, without audit, pursuant
to the rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information
presented not misleading.
These statements reflect all adjustments, consisting of normal recurring
adjustments, which, in the opinion of management, are necessary for fair
presentation of the information contained therein. It is suggested that these
consolidated interim financial statements be read in conjunction with the
financial statements of the Company for the year ended December 31, 2016 and
notes thereto included in the Company's annual report on Form 10-K. The Company
follows the same accounting policies in the preparation of interim reports.
Results of operations for interim periods are not indicative of annual
results.
NOTE 2 - STOCKHOLDERS' EQUITY
The Company is authorized to issue 50,000,000 shares of its $0.001 par
value common stock.
On March 22, 2017, the Company issued 25,000 shares of its $0.001 par
value common stock for cash in the amount of $10,000 in a private placement
transaction.
There were no other issuances of common stock for the period ended
March 31, 2017.
NOTE 3 - GOING CONCERN
The Company has incurred net losses of approximately $232,000 for the period
from January 27, 1989 (Inception) through March 31, 2017 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.
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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-month period ended March 31, 2017 and the
Form 10-K for the fiscal year ended December 31, 2016.
The Company has limited capital resources and stockholder's equity. At
March 31, 2017, the Company had current assets in the form of cash and
cash equivalents of $6,139 and liabilities of $0.
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 to locate a suitable acquisition/merger candidate. The Company can
provide no assurance that it will continue to satisfy its cash requirements for
at least the next twelve months if a suitable acquisition/merger is completed.
It is unlikely the Company will have any revenue unless it is able to
effect an acquisition of or merger with an operating company, of which there
can be no assurance.
For the quarters ended March 31, 2017 and 2016, the Company showed net
losses of $5,136 and $5,265, respectively. The decrease in net loss was due
to minor decreases in fees, including audit, transfer agent, and bank fees.
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
On March 22, 2017, an investor in a private placement transaction purchased,
with personal funds, 25,000 restricted shares of common stock of the Company
for $10,000. 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
purchaser is an "accredited investor" 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.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURES
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. 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
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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.
DATED: May 10, 2017
STRATEGIC ACQUISITIONS, INC.
BY: /S/ JOHN P. O'SHEA
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John P. O'Shea, President
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