0001261070-13-000006.txt : 20131114 0001261070-13-000006.hdr.sgml : 20131114 20131114113019 ACCESSION NUMBER: 0001261070-13-000006 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20130930 FILED AS OF DATE: 20131114 DATE AS OF CHANGE: 20131114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STRATEGIC ACQUISITIONS INC /NV/ CENTRAL INDEX KEY: 0000847942 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 133506506 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-28963 FILM NUMBER: 131217808 BUSINESS ADDRESS: STREET 1: 2 GOLD STREET STREET 2: PH 12 CITY: NEW YORK STATE: NY ZIP: 10038 BUSINESS PHONE: 2128786532 MAIL ADDRESS: STREET 1: 2 GOLD STREET STREET 2: PH 12 CITY: NEW YORK STATE: NY ZIP: 10038 10-Q 1 stqn10q3q13.txt QUARTERLY REPORT 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 September 30, 2013 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT Commission file number 0-28963 STRATEGIC ACQUISITIONS, INC. (Exact name of small business issuer 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 (Issuer's Telephone Number) -------------------------------------------------------------------------------- Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act 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 September 30, 2013, a total of 1,690,000 shares of Common Stock, par value $.001 per share, were issued and outstanding. PART I - FINANCIAL INFORMATION ITEM 1 FINANCIAL STATEMENTS STRATEGIC ACQUISITIONS INC. (A Development Stage Company) BALANCE SHEETS Sept 30, Dec 31, 2013 2012 ----------- ----------- (Unaudited) ASSETS Current Assets: Cash and Equivalents $ 12,777 $ 2,775 -------- -------- TOTAL CURRENT ASSETS $ 12,777 $ 2,775 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts Payable $ - $ - -------- -------- TOTAL CURRENT LIABILITIES $ - $ - ======== ======== Stockholders' Equity Common Stock, $0.001 par value; 50,000,000 Shares authorized; 1,690,000 shares and 1,610,000 shares, respectively, issued and outstanding $ 1,690 $ 1,610 Additional Paid-In Capital 206,713 186,793 Accumulated Deficit (195,626) (185,628) -------- -------- TOTAL STOCKHOLDERS' EQUITY 12,777 2,775 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 12,777 $ 2,775 ======== ======== The accompanying note is an integral part of these financial statements. 1 Strategic Acquisitions Inc. (A Development Stage Company) STATEMENTS OF OPERATIONS (UNAUDITED) For the period from inception (January 27, 1989) Three Months Ending Nine Months Ending to Sept 30, Sept 30, Sept 30, 2013 2013 2012 2013 2012 ---- ---- ---- ---- ---- Revenues: $ - $ - $ - $ - $ - --------- --------- --------- --------- --------- Expenses: General & Administrative ..... $ 285,651 $ 2,506 $ 1,390 $ 10,007 $ 8,345 General & Administrative - related party... 20,600 - - - - --------- --------- --------- --------- --------- Total Expenses ........... 306,251 2,506 1,390 10,007 8,345 --------- --------- --------- --------- --------- Other Income: Interest Income .............. 65,644 3 - 9 3 Miscellaneous Income ......... 30,013 - - - - Gain on Debt Extinguishment .. 14,968 - - - - --------- --------- --------- --------- --------- Total Other Income ....... 110,625 3 - 9 3 NET INCOME (LOSS) $(195,626) $ (2,503) $ (1,390) $ (9,998) $ (8,342) ========= ========= ========= ========= ========= Net Income (Loss) Per Common Share - basic and fully diluted .... $ (0.12) $ (0.00) $ (0.00) $ (0.01) $ (0.01) ========= ========= ========= ========= ========= Weighted Average Number of Shares Outstanding..... 1,603,293 1,690,000 1,610,000 1,667,399 1,610,000 ========= ========= ========= ========= =========
The accompanying note is an integral part of these financial statements. 2 STRATEGIC ACQUISITIONS INC. (A Development Stage Company) STATEMENTS OF CASH FLOWS For the period For the For the from inception nine months nine months (January 27, 1989) ended ended to Sept 30, Sept 30, Sept 30, 2013 2013 2012 ---------- ---------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Loss $ (195,626) $ (9,998) $ (8,342) Adjustments to Reconcile Net Loss to Net Cash Used by Operating Activities: Stock issued for Services - related party 3,100 - - Increase (decrease) in accounts payable - - - ---------- ---------- ---------- Net cash flows from Operating Activities (192,526) (9,998) (8,342) CASH FLOWS FROM INVESTING ACTIVITIES - - - CASH FLOWS FROM FINANCING ACTIVITIES Issuance of common stock, net of costs 205,303 20,000 - ---------- ---------- ---------- Net cash flows from financing activities 205,303 20,000 - ---------- ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 12,777 10,002 (8,342) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD - 2,775 12,585 ---------- ---------- ---------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 12,777 $ 12,777 $ 4,243 ========== ========== ========== The accompanying note is an integral part of these financial statements. 3 STRATEGIC ACQUISITIONS INC. (A Development Stage Company) NOTE TO FINANCIAL STATEMENTS SEPTEMBER 30, 2013 (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, 2012 and notes thereto included in the Company's 10-K annual report. 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 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. There were no other issuances of common stock for the period ended September 30, 2013. 4 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 nine-month period ended September 30, 2013 and the Form 10-K for the fiscal year ended December 31, 2012. The Company remains in the development stage and has limited capital resources and stockholder's equity. At September 30, 2013, the Company had current assets in the form of cash and cash equivalents of $12,777 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, 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 September 30, 2013 and 2012, the Company showed net losses of $2,503 and $1,390, respectively. The increase in net loss was due to a change in the billing cycle for the Company's auditor, and will not result in increased fees for the fiscal year. 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. 5 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None ITEM 3. DEFAULTS UPON SENIOR SECURITIES None ITEM 4. MINE SAFETY DISCLOSURE 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 6 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: November 14, 2013 STRATEGIC ACQUISITIONS, INC. BY: /S/ JOHN P. O'SHEA ---------------------------------- John P. O'Shea, President 7 EX-31 2 stqn10q3q13ex31.txt EXHIBIT 31 Exhibit 31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, John P. O'Shea, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Strategic Acquisitions, Inc. (the "Registrant"); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the Registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the Registrant is made known to me by others within the Registrant, particularly during the period in which this report is being prepared. The Registrant has no consolidated or unconsolidated subsidiaries; b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, 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; c) evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and 5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting. /s/ JOHN P. O'SHEA November 14, 2013 --------------------------------------- John P. O'Shea Principal Executive Officer and Principal Financial Officer EX-32 3 stqn10q3q13ex32.txt EXHIBIT 32 Exhibit 32.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the filing of the Quarterly Report of Strategic Acquisitions, Inc. (the "Company") on Form 10-Q for the period ended September 30, 2013 as filed with the Securities and Exchange Commission on the date hereof, I, John P. O'Shea, President of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ JOHN P. O'SHEA November 14, 2013 --------------------------------- John P. O'Shea Principal Executive Officer and Principal Financial Officer