0001493152-20-009067.txt : 20200515
0001493152-20-009067.hdr.sgml : 20200515
20200515152430
ACCESSION NUMBER: 0001493152-20-009067
CONFORMED SUBMISSION TYPE: 10-Q
PUBLIC DOCUMENT COUNT: 28
CONFORMED PERIOD OF REPORT: 20200331
FILED AS OF DATE: 20200515
DATE AS OF CHANGE: 20200515
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: 20884444
BUSINESS ADDRESS:
STREET 1: 30 BROAD STREET
STREET 2: 14TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10004
BUSINESS PHONE: 212-878-6519
MAIL ADDRESS:
STREET 1: 30 BROAD STREET
STREET 2: 14TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10004
10-Q
1
form10-q.htm
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, 2020
[ ]
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, 14th Floor, New York, NY 10004
(Address
of principal executive offices, including zip code)
(212)
878-6532
(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 13, 2020, the registrant had 2,515,000 shares of common stock outstanding.
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
(489,731
)
(472,038
)
Total stockholders’ equity
48,672
66,365
Total liabilities and stockholders’ equity
$
48,672
$
66,365
The
accompanying notes are an integral part of these financial statements.
2
STRATEGIC
ACQUISITIONS, INC.
STATEMENTS
OF OPERATIONS
(UNAUDITED)
Three
Months Ending
March
31,
2020
2019
Revenues
$
-
$
-
Expenses
General
& Administrative
9,200
6,420
General
& Administrative – related party
8,500
24,800
Total
Expenses
17,700
31,220
Other
Income
Interest
Income
7
25
Total
Other Income
7
25
Net
loss before provision for taxes
$
(17,693
)
$
(31,195
)
Income
tax provision
-
-
Net
loss
$
(17,693
)
$
(31,195
)
Net
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
The
accompanying notes are an integral part of these financial statements.
3
STRATEGIC
ACQUISITIONS, INC.
STATEMENTS
OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
Additional
Total
Common Stock
Paid-in-
Accumulated
Stockholders’
Outstanding
Amount
Capital
Deficit
Equity
Balance at December 31, 2019
2,515,000
$
2,515
$
535,888
$
(472,038
)
$
66,365
Net loss
—
—
—
(17,693
)
(17,693
)
Balance at March 31, 2020
2,515,000
$
2,515
$
535,888
$
(489,731
)
$
48,672
Balance at December 31, 2018
2,515,000
$
2,515
$
535,888
$
(384,574
)
$
153,829
Net loss
—
—
—
(31,195
)
(31,195
)
Balance at March 31, 2019
2,515,000
$
2,515
$
535,888
$
(415,769
)
$
122,634
The
accompanying notes are an integral part of these financial statements.
4
STRATEGIC
ACQUISITIONS, INC.
STATEMENTS
OF CASH FLOWS
(UNAUDITED)
Three Months Ended
March 31,
2020
2019
Cash Flows From Operating Activities
Net loss
$
(17,693
)
$
(31,195
)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
(Increase) Decrease in prepaid expense
(375
)
-
Increase (Decrease) in accounts payable
-
741
Net cash used in operating activities
(18,068
)
(30,454
)
Net decrease in cash
(18,068
)
(30,454
)
Cash at beginning of the period
64,615
148,579
Cash at end of the period
$
46,547
$
118,125
The
accompanying notes are an integral part of these financial statements.
5
STRATEGIC
ACQUISITIONS, INC.
NOTES
TO FINANCIAL STATEMENTS
(UNAUDITED)
Note
1. Basis of Presentation
The
accompanying unaudited financial information as of and for the three months ended March 31, 2020 and 2019 has been prepared in
accordance with generally accepted accounting principles (GAAP) in the U.S. for interim financial information and pursuant to
the rules and regulations of the Securities and Exchange Commission (SEC) as set forth in the instructions to Quarterly Report
on Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, such financial information includes all adjustments
(consisting only of normal recurring adjustments) considered necessary for a fair presentation of our financial position at such
date and the operating results and cash flows for such periods. Operating results for the three months ended March 31, 2020 are
not necessarily indicative of the results that may be expected for the entire year or for any other subsequent interim period.
Certain
information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted
pursuant to the rules of the SEC. These unaudited financial statements and related notes should be read in conjunction with our
audited financial statements for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K filed
with the SEC on April 14, 2020.
The
balance sheet at December 31, 2019 has been derived from the audited financial statements at that date but does not include all
of the information and footnotes required by GAAP in the U.S. for complete financial statements.
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, 2020.
Note
3. Related Party Transactions
The
Company previously rented office space on a month-to-month basis from Westminster Securities Corp., an entity controlled by the
Company’s President, John O’Shea, at the rate of $3,500 per month. Effective May 15, 2019, the rental agreement terminated.
The total related party rent expense was $10,500 for the first quarter of 2019 and $0 in 2020.
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 three months ended March 31, 2020 to related parties was: $7,500 to Jonathan Braun, a director
of the Company, and $1,000 to Marika Tonay, an officer and director of the Company. For the prior year period the amount was:
$12,500 to Jonathan Braun, and $1,800 to Westminster Securities Corp.
Note
4. Going Concern
The
accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and
satisfaction of liabilities in the normal course of business. The Company has not generated any revenue since inception, incurred
accumulated losses of approximately $490,000 for the period from January 27, 1989 (Inception) through March 31, 2020 and has commenced
limited operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going
concern. Management’s plans include that 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
business plan. The global pandemic, COVID-19, could adversely affect the Company’s ability to obtain additional financing
or identify a potential merger or acquisition candidate. The financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.
Note
5. Subsequent Events
In
accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to March 31, 2020 to the date these financial
statements were issued and has determined that it does not have any material subsequent events to disclose in these financial
statements.
6
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, 2020 and the Form 10-K for the fiscal year ended December 31, 2019.
Liquidity
and Capital Resources
At
March 31, 2020, the Company had current assets in the form of cash of $46,547 and prepaid expense of $2,125. This compares with
cash of $64,615 and prepaid expense of 1,750 as of December 31, 2019. The decrease in cash was due to expenses associated with
maintaining the Company’s public status and evaluating business opportunities.
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 three months ending ended March 31, 2020 and 2019, the Company reported net losses of $17,693 and $31,195, respectively. The
decrease in net loss was due primarily to decreased rent expense as well as 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.
***
7
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:
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.
STRATEGIC
ACQUISITIONS, INC.
(Registrant)
Date:
May 15, 2020
By:
/s/
JOHN P. O’SHEA
John
P. O’Shea
President
and
Principal
Financial Officer
***
9
EX-31.1
2
ex31-1.htm
EXHIBIT
31.1
STRATEGIC
ACQUISITIONS, INC.
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 (the registrant’s fourth fiscal quarter in the case of an annual report) 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
May
15, 2020
John
P. O’Shea
Principal
Executive Officer and
Principal
Financial Officer
EX-32.1
3
ex32-1.htm
EXHIBIT
32.1
STRATEGIC
ACQUISITIONS, INC.
CERTIFICATION
PURSUANT TO SECTION 906
OF
THE SARBANES-OXLEY ACT OF 2002
In
connection with the filing of the Quarterly Report on Form 10-Q of Strategic Acquisitions, Inc. (the “Company”) for
the period ended March 31, 2020 as filed with the Securities and Exchange Commission (the “Report”), 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 to the best of my knowledge and belief:
(1)
the
Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, 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 as of the dates and for the periods indicated.
/s/
JOHN P. O’SHEA
May
15, 2020
John
P. O’Shea
Principal
Executive Officer and
Principal
Financial Officer
EX-101.INS
4
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<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Note 2. Stockholders’ Equity</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 14pt"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 14pt">The Company is authorized
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<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 14pt"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 14pt">There were no issuances
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<p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><b>Note 3. Related Party Transactions</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.25in"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.25in">The Company previously
rented office space on a month-to-month basis from Westminster Securities Corp., an entity controlled by the Company’s President,
John O’Shea, at the rate of $3,500 per month. Effective May 15, 2019, the rental agreement terminated. The total related
party rent expense was $10,500 for the first quarter of 2019 and $0 in 2020.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.25in"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.25in">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 three months ended March 31, 2020 to related parties was: $7,500 to Jonathan Braun, a director of the Company,
and $1,000 to Marika Tonay, an officer and director of the Company. For the prior year period the amount was: $12,500 to Jonathan
Braun, and $1,800 to Westminster Securities Corp.</p>truefalse2515000251500025150002515000<p style="margin: 0pt"></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Note 5. Subsequent Events</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.25in"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.25in">In accordance with ASC
Topic 855-10, the Company has analyzed its operations subsequent to March 31, 2020 to the date these financial statements were
issued and has determined that it does not have any material subsequent events to disclose in these financial statements.</p>YesNotrue92006420850024800725725-17693-31195-0.01-0.01251500025150001770031220-18068-304546461546547-18068-304546461514857911812546547<p style="margin: 0pt"></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><b>Note 4. Going Concern</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.25in"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.25in">The accompanying financial
statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities
in the normal course of business. The Company has not generated any revenue since inception, incurred accumulated losses of approximately
$490,000 for the period from January 27, 1989 (Inception) through March 31, 2020 and has commenced limited operations. These factors,
among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans
include that 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.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.25in"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.25in">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 business plan.
The global pandemic, COVID-19, could adversely affect the Company’s ability to obtain additional financing or identify a
potential merger or acquisition candidate. The financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.</p>10500018007500125001000175021253752515000741<p style="margin: 0pt"></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><b>Note 1. Basis of Presentation</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">The accompanying unaudited
financial information as of and for the three months ended March 31, 2020 and 2019 has been prepared in accordance with generally
accepted accounting principles (GAAP) in the U.S. for interim financial information and pursuant to the rules and regulations of
the Securities and Exchange Commission (SEC) as set forth in the instructions to Quarterly Report on Form 10-Q and Article 8 of
Regulation S-X. In the opinion of management, such financial information includes all adjustments (consisting only of normal recurring
adjustments) considered necessary for a fair presentation of our financial position at such date and the operating results and
cash flows for such periods. Operating results for the three months ended March 31, 2020 are not necessarily indicative of the
results that may be expected for the entire year or for any other subsequent interim period.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">Certain information and
footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to the
rules of the SEC. These unaudited financial statements and related notes should be read in conjunction with our audited financial
statements for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K filed with the SEC on
April 14, 2020.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">The balance sheet at December 31, 2019 has
been derived from the audited financial statements at that date but does not include all of the information and footnotes required
by GAAP in the U.S. for complete financial statements.</p>EX-101.SCH
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Equity Components [Axis]Common Stock [Member]Additional Paid-In Capital [Member]Accumulated Deficit [Member]Related Party [Axis]Westminster Securities Corp [Member]Jonathan Braun [Member]Marika Tonay [Member]Document And Entity InformationEntity Registrant NameEntity Central Index KeyDocument TypeDocument Period End DateAmendment FlagCurrent Fiscal Year End DateEntity Reporting Status CurrentEntity Interactive Data CurrentEntity Filer CategoryEntity Small Business FlagEntity Emerging Growth CompanyEntity Shell CompanyEntity Common Stock, Shares OutstandingDocument Fiscal Period FocusDocument Fiscal Year FocusStatement of Financial Position [Abstract]ASSETSCurrent assets:CashPrepaid expenseTotal current assetsTotal assetsLIABILITIES AND STOCKHOLDERS' EQUITYCurrent liabilities:Accounts payableTotal current liabilitiesTotal liabilitiesStockholders' equity:Common stock, $0.001 par value; 50,000,000 shares authorized; 2,515,000 shares issued and outstandingAdditional paid-in capitalAccumulated deficitTotal stockholders' equityTotal liabilities and stockholders' equityCommon stock, par valueCommon stock, shares authorizedCommon stock, shares issuedCommon stock, shares outstandingIncome Statement [Abstract]RevenuesExpensesGeneral & AdministrativeGeneral & Administrative - related partyTotal ExpensesOther IncomeInterest IncomeTotal Other IncomeNet loss before provision for taxesIncome tax provisionNet lossNet Loss Per Common Share - Basic & Fully DilutedWeighted average number of shares of common stock outstanding - Basic & Fully DilutedStatement [Table]Statement [Line Items]Balance beginningBalance beginning, sharesNet LossBalance endingBalance ending, sharesStatement of Cash Flows [Abstract]Cash Flows From Operating ActivitiesNet lossAdjustments to reconcile net loss to net cash provided by (used in) operating activities:(Increase) Decrease in prepaid expenseIncrease (Decrease) in accounts payableNet cash used in operating activitiesNet decrease in cashCash at beginning of the periodCash at end of the periodOrganization, Consolidation and Presentation of Financial Statements [Abstract]Basis of PresentationEquity [Abstract]Stockholders' EquityRelated Party Transactions [Abstract]Related Party TransactionsGoing ConcernSubsequent Events [Abstract]Subsequent EventsNumber of shares issued during periodRent expenseCompensation for related party serviceClass A Warrants [Warrants]Class B Warrants [Warrants]Class C Warrants [Warrants]John O' Shea [Member]Jonathan Braun [Member]Marika Tonay [Member]Officer and Director [Member]Rental Agreement [Member]Stock Options or Warrants [Member]Under Writers Warrants [Member]Westminster Securities Corp [Member]Compensation for related party service.Assets, CurrentAssetsLiabilities, CurrentLiabilitiesStockholders' Equity Attributable to ParentLiabilities and EquityOperating ExpensesOther Nonoperating Income (Expense)Shares, OutstandingIncrease (Decrease) in Prepaid ExpenseNet Cash Provided by (Used in) Operating ActivitiesCash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate EffectCash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Including Disposal Group and Discontinued OperationsEX-101.PRE
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Related Party Transactions (Details Narrative) - USD ($)
Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).
Value received from shareholders in common stock-related transactions that are in excess of par value or stated value and amounts received from other stock-related transactions. Includes only common stock transactions (excludes preferred stock transactions). May be called contributed capital, capital in excess of par, capital surplus, or paid-in capital.
Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.
Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.
Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation.
Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.
Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.
Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.
Amount of asset related to consideration paid in advance for costs that provide economic benefits within a future period of one year or the normal operating cycle, if longer.
Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.
Amount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including, but not limited to, disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.
Amount of increase (decrease) in cash, cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.
The increase (decrease) during the reporting period in the aggregate amount of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business.
The increase (decrease) during the reporting period in the amount of outstanding money paid in advance for goods or services that bring economic benefits for future periods.
Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.
Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.
The accompanying unaudited
financial information as of and for the three months ended March 31, 2020 and 2019 has been prepared in accordance with generally
accepted accounting principles (GAAP) in the U.S. for interim financial information and pursuant to the rules and regulations of
the Securities and Exchange Commission (SEC) as set forth in the instructions to Quarterly Report on Form 10-Q and Article 8 of
Regulation S-X. In the opinion of management, such financial information includes all adjustments (consisting only of normal recurring
adjustments) considered necessary for a fair presentation of our financial position at such date and the operating results and
cash flows for such periods. Operating results for the three months ended March 31, 2020 are not necessarily indicative of the
results that may be expected for the entire year or for any other subsequent interim period.
Certain information and
footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to the
rules of the SEC. These unaudited financial statements and related notes should be read in conjunction with our audited financial
statements for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K filed with the SEC on
April 14, 2020.
The balance sheet at December 31, 2019 has
been derived from the audited financial statements at that date but does not include all of the information and footnotes required
by GAAP in the U.S. for complete financial statements.
The entire disclosure for the basis of accounting, or basis of presentation, used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).
The Company previously
rented office space on a month-to-month basis from Westminster Securities Corp., an entity controlled by the Company’s President,
John O’Shea, at the rate of $3,500 per month. Effective May 15, 2019, the rental agreement terminated. The total related
party rent expense was $10,500 for the first quarter of 2019 and $0 in 2020.
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 three months ended March 31, 2020 to related parties was: $7,500 to Jonathan Braun, a director of the Company,
and $1,000 to Marika Tonay, an officer and director of the Company. For the prior year period the amount was: $12,500 to Jonathan
Braun, and $1,800 to Westminster Securities Corp.
The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
Fiscal period values are FY, Q1, Q2, and Q3. 1st, 2nd and 3rd quarter 10-Q or 10-QT statements have value Q1, Q2, and Q3 respectively, with 10-K, 10-KT or other fiscal year statements having FY.
This is focus fiscal year of the document report in CCYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006.
The end date of the period reflected on the cover page if a periodic report. For all other reports and registration statements containing historical data, it is the date up through which that historical data is presented. If there is no historical data in the report, use the filing date. The format of the date is CCYY-MM-DD.
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument.
Indicate 'Yes' or 'No' whether registrants (1) have 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 registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure.
Indicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure.
Boolean flag that is true when the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.
The accompanying financial
statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities
in the normal course of business. The Company has not generated any revenue since inception, incurred accumulated losses of approximately
$490,000 for the period from January 27, 1989 (Inception) through March 31, 2020 and has commenced limited operations. These factors,
among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans
include that 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 business plan.
The global pandemic, COVID-19, could adversely affect the Company’s ability to obtain additional financing or identify a
potential merger or acquisition candidate. The financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.
The entire disclosure when substantial doubt is raised about the ability to continue as a going concern. Includes, but is not limited to, principal conditions or events that raised substantial doubt about the ability to continue as a going concern, management's evaluation of the significance of those conditions or events in relation to the ability to meet its obligations, and management's plans that alleviated or are intended to mitigate the conditions or events that raise substantial doubt about the ability to continue as a going concern.
In accordance with ASC
Topic 855-10, the Company has analyzed its operations subsequent to March 31, 2020 to the date these financial statements were
issued and has determined that it does not have any material subsequent events to disclose in these financial statements.
The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
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The amount of net income or loss for the period per each share in instances when basic and diluted earnings per share are the same amount and reported as a single line item on the face of the financial statements. Basic earnings per share is the amount of net income or loss for the period per each share of common stock or unit outstanding during the reporting period. Diluted earnings per share includes the amount of net income or loss for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.
The aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line.
Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.
Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense.
Amount of selling, general and administrative expenses resulting from transactions, excluding transactions that are eliminated in consolidated or combined financial statements, with related party.
Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.
The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.