Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2019

[ ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 0-28963

STRATEGIC ACQUISITIONS, INC.

(Exact name of Registrant as specified in its charter)

Nevada		13-3506506
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification Number)

30 Broad Street, 14 ^th Floor, New York, NY 10004

(Address of principal executive offices, including zip code)

(212) 878-6519

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock

(Title of class)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [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. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer [ ]		Accelerated filer [ ]
	Non-accelerated filer [ ] (Do not check if a smaller reporting company)		Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [X] No [ ]

As of May 10, 2019, the registrant had 2,515,000 shares of common stock outstanding.

STRATEGIC ACQUISITIONS, INC.

TABLE OF CONTENTS

		Page
PART I ⸺ FINANCIAL INFORMATION

	ITEM 1 — Financial Statements	2

	Balance Sheets	2

	Statements of Operations	3

	Statements of Stockholders’ Equity	4

	Statements of Cash Flows	5

	Notes to Financial Statements	6

	ITEM 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations	7

	ITEM 4 — Controls and Procedures	7

PART II ⸺ OTHER INFORMATION

	ITEM 1 — Legal Proceedings	8

	ITEM 2 — Unregistered Sales of Equity Securities and Use of Proceeds	8

	ITEM 5 — Other Information	8

	ITEM 6 — Exhibits	9

SIGNATURES		10

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

STRATEGIC ACQUISITIONS, INC.

BALANCE SHEETS

(UNAUDITED)

	March 31, 2019			December 31, 2018
ASSETS
Current assets:
Cash and cash equivalents	$	118,125		$	148,579
Prepaid rent – related party		1,750			1,750
Rent deposit – related party		3,500			3,500
Total current assets		123,375			153,829
Total assets	$	123,375		$	153,829

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	741		$	-
Total current liabilities		741			-
Total liabilities		741			-
Stockholders’ equity:
Common stock, $0.001 par value; 50,000,000 shares authorized; 2,515,000 shares issued and outstanding		2,515			2,515
Additional paid-in capital		535,888			535,888
Accumulated deficit		(415,769	)		(384,574	)
Total stockholders’ equity		122,634			153,829
Total liabilities and stockholders’ equity	$	123,375		$	153,829

See Notes to Financial Statements.

STRATEGIC ACQUISITIONS, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ending March 31,
	2019			2018
Revenues	$	-		$	-

Expenses
General & Administrative		6,420			6,233
General & Administrative – related party		24,800			26,500
Total Expenses		31,220			32,733
Other Income
Interest Income		25			143
Total Other Income		25			143

Net income (loss) before provision for taxes		(31,195	)		(32,590	)
Income tax provision		-			-
Net income (loss)	$	(31,195	)	$	(32,590	)

Net Income (Loss) Per Common Share – Basic & Fully Diluted	$	(0.01	)	$	(0.01	)

Weighted average number of shares of common stock outstanding – Basic & Fully Diluted		2,515,000			2,515,000

See Notes to Financial Statements.

STRATEGIC ACQUISITIONS, INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

					Additional		Accumulated			Total
	Common Stock				Paid-in-		Income			Stockholders’
	Outstanding		Amount		Capital		(Loss)			Equity
Balance at December 31, 2018		2,515,000	$	2,515	$	535,888	$	(384,574	)	$	153,829
Net income (loss)		—		—		—		(31,195	)		(31,195	)
Balance at March 31, 2019		2,515,000	$	2,515	$	535,888	$	(415,769	)	$	122,634

Balance at December 31, 2017		2,515,000	$	2,515	$	535,888	$	(288,993	)	$	249,410
Net income (loss)		—		—		—		(32,590	)		(32,590	)
Balance at March 31, 2018		2,515,000	$	2,515	$	535,888	$	(321,583	)	$	216,820

See Notes to Financial Statements.

STRATEGIC ACQUISITIONS, INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three Months Ended March 31,
	2019			2018
Cash Flows From Operating Activities
Net income (loss)	$	(31,195	)	$	(32,590	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
(Increase) Decrease in prepaid rent – related party		-			(3,500	)
(Increase) Decrease in security deposit – related party		-			-
Increase (Decrease) in accounts payable		741			378
Net cash provided by (used in) operating activities		(30,454	)		(35,712	)
Cash Flows From Financing Activities
Issuance of common stock, net of costs		-			-
Net cash provided by (used in) financing activities		-			-
Net increase (decrease) in cash and cash equivalents		(30,454	)		(35,712	)
Cash and cash equivalents at beginning of the period		148,579			244,160
Cash and cash equivalents at end of the period	$	118,125		$	208,448

See Notes to Financial Statements.

STRATEGIC ACQUISITIONS, INC.

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

Note 1. Basis of Presentation

The 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 interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2018 and notes thereto included in the Company’s annual report on Form 10-K filed on April 1, 2019. 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.

There were no issuances of common stock for the three-month period ended March 31, 2019.

Note 3. Related Party Transactions

The Company has been renting office space from Westminster Securities Corp., an entity controlled by the Company’s President, John O’Shea, at the rate of $3,500 per month, in addition to having paid a $3,500 security deposit. During the period, the Company entered into an agreement for new space, and is in process of transition.

The Company issued payment to certain officers and directors or their affiliates for services in connection with maintaining the company’s financial statements and regulatory status in good standing and evaluating potential business opportunities. The total payment for services issued during the period to related parties was: $12,500 to Jonathan Braun, a director of the Company, and $1,800 to Westminster Securities Corp.

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.

Note 4. Subsequent Events

The Company evaluates events that have occurred after the balance sheet date of March 31, 2019, through the date which the financial statements were issued. Based upon the review, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements.

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, 2019 and the Form 10-K for the fiscal year ended December 31, 2018.

Liquidity and Capital Resources

At March 31, 2019, the Company had current assets in the form of cash and cash equivalents of $118,125, additional current assets in the form of prepaid rent and rent deposit totaling $5,250 and liabilities of $741.

Results of Operations

The Company has not realized any revenues from operations in the past two years, and its plan of operation for the next twelve months shall be to continue its efforts to locate a suitable acquisition/merger candidate.

It is unlikely the Company will have any revenue, other than interest income, unless it is able to effect an acquisition of or merger with an operating company, of which there can be no assurance.

For the quarters ended March 31, 2019 and 2018, the Company showed net losses of $31,195 and $32,590, respectively. The decrease in net loss was due primarily to decreased payments to consultants (including related parties) for services in connection with evaluation of merger candidates and maintaining the company’s public status.

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.

***

PART II – OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

None.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBITS

The following exhibits are filed with this Report or incorporated by reference:

EXHIBIT LIST

Exhibit Number		Description

31.1		Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of 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

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.