Item 5.01. Changes in Control of Registrant.
On October 19, 2017, Strategic Acquisitions,
Inc., (the “Company” or the “Registrant”) , underwent a change of control of ownership. In a private transaction,
John P. O’Shea, President of the Company, entered into a Security Purchase Agreement and sold 750,000 Control Common Shares
from his personal holdings of Strategic Acquisitions, Inc. to NextCoal International, Inc. (“NCI”) (see exhibit 99.1).
Prior to the transaction NCI owned 875,000 restricted Common Shares of the Company. Following this transaction, NCI owns 1,625,000
restricted Common Shares of the Company.
The Company has 2,515,000 Common Shares issued
and outstanding. NCI’s 1,625,000 Common Shares represents approximately 64.6% ownership in the Company.
With the change of ownership control, on October
15, 2017, Jonathan Braun, the President of NCI has been added as a Director of the Company. John P. O’Shea has agreed to
maintain his positions as Officer and Director of the Company.
SECURITY OWNERSHIP OF BENEFICIAL OWNERSHIP
AND MANAGEMENT
The following table presents information, to
the best of our knowledge, about the ownership of our common stock on October 19, 2017 relating to those persons known to beneficially
own more than 5% of our capital stock and by our named executive officer and sole director.
Beneficial ownership is determined in accordance
with the rules of the U. S. Securities and Exchange Commission and does not necessarily indicate beneficial ownership for any other
purpose. Under these rules, beneficial ownership includes those shares of common stock over which the stockholder has sole or shared
voting or investment power. It also includes shares of common stock that the stockholder has a right to acquire within 60-days
after October 19, 2017 pursuant to options, warrants, conversion privileges or other right. The percentage ownership of the outstanding
common stock, however, is based on the assumption, expressly required by the rules of the U. S. Securities and Exchange Commission,
that only the person or entity whose ownership is being reported has converted options or warrants into shares of Strategic Acquisition,
Inc.'s common stock.
-2-
We do not have any outstanding options, warrants
or other securities exercisable for or convertible into shares of our common stock.
Name of Beneficial
Owner and Position
|
Title of
Class
|
|
Amount and
Nature Of
Beneficial
Ownership
|
Percent
Of
Class(1)
|
John P. O’Shea
Director/President/Principal Financial Officer
|
Common
|
|
629,800
|
25.0%
|
Marika X. Tonay
Director/Treasurer/Secretary
|
Common
|
|
14,000
|
0.6%
|
Jonathan Braun(2)
|
|
|
|
|
Director
|
Common
|
|
1,625,000
|
64.6%
|
DIRECTORS AND OFFICERS AS A GROUP
(3 persons)
|
2,268,800
|
|
|
90.2%
|
_______________________________________________________________________________
1)
Percent of Class is based on 2,515,000 shares issued and outstanding.
2)
Jonathan Braun is the beneficial owner who has the ultimate voting control over 1,625,000 shares held in the name of NextCoal
International, Inc., a Wyoming corporation. We are not aware of any arrangements that may result in "changes in control"
as that term is defined by the provisions of Item 403(c) of Regulation S-B.