UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
Mark One
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended March 31, 2000
[_] 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)
50 East 42nd Street, Suite 1805
New York, New York 10017
(Address of Principal Executive Offices)
(212) 682-5058
(Issuer's Telephone Number)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: as of December 31, 1999, a total of
1,600,000 shares of Common Stock, par value $.001 per share, were issued and
outstanding.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
<PAGE>
STRATEGIC ACQUISITIONS, INC.
FORM 10-QSB
FOR THE QUARTER ENDED MARCH 31, 2000
INDEX
PART I. FINANCIAL INFORMATION............................................3
ITEM 1. FINANCIAL STATEMENTS.............................................3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
OF OPERATION..................................................7
PART II. OTHER INFORMATION...............................................7
ITEM 1. LEGAL PROCEEDINGS................................................7
ITEM 2. CHANGES IN SECURITIES............................................7
ITEM 3. DEFAULTS UPON SENIOR SECURITIES..................................7
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..............8
ITEM 5. OTHER INFORMATION................................................8
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.................................8
SIGNATURES................................................................9
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
STRATEGIC ACQUISITIONS, INC.
(A Development Stage Company)
BALANCE SHEET
MARCH 31, 2000
(UNAUDITED)
ASSETS
Cash and Equivalents $ 126,404
---------
TOTAL ASSETS $ 126,404
=========
STOCKHOLDERS' EQUITY
Stockholders' Equity
Common Stock, par value $.001;
authorized 50,000,000 shares, 1,600,000
shares issued and outstanding at
September 30, 1999 $ 1,600
Additional Paid-In Capital 183,703
Accumulated Deficit (58,899)
---------
TOTAL STOCKHOLDERS' EQUITY $ 126,404
=========
The accompanying notes is an integral part of this financial statement.
3
<PAGE>
STRATEGIC ACQUISITIONS, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
THREE MONTHS ENDED MARCH 31, 2000
(UNAUDITED)
Interest Income $ 1, 564
Expenses:
Transfer Agent Fees $ 600
Legal Fees 11,317
Auditing Fees 1,400
Bank Confirmation Fee 25
-----------
Total Expenses 13,342
-----------
NET LOSS $ (11,778)
ACCUMULATED DEFICIT - BEGINNING OF
YEAR (47,121)
-----------
ACCUMULATED DEFICIT - END OF YEAR $ (58,899)
===========
Basic Loss Per Common Share $ (.007)
===========
Weighted Average Number of Shares Outstanding 1,600,000
===========
The accompanying notes is an integral part of this financial statement.
4
<PAGE>
STRATEGIC ACQUISITIONS, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2000
(UNAUDITED)
Cash Flows From Operating Activities
Net Loss $ (11,778)
CASH - BEGINNING 138,182
----------
CASH - ENDING $ 126,404
==========
The accompanying notes is an integral part of the financial statement.
5
<PAGE>
STRATEGIC ACQUISITIONS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
(UNAUDITED)
The accompanying interim financial statements of Strategic Acquisitions, Inc.
(the Company) have been prepared in conformity with generally accepted
accounting principles consistent in all material respects with those applied in
the December 31, 1999 audited financial statements. The interim financial
information is unaudited, but reflects all normal adjustments which are, in the
opinion of management, necessary to provide a fair statement of results for the
interim period presented. The interim financial statements should be read in
conjunction with the financial statements of the Company for the year December
31, 1999.
SUBSEQUENT EVENT
Subsequent to the balance sheet date, the Company extended the life of its Class
A warrants as well as the warrants granted to the underwriters of its initial
public offering from April 17, 2000 to July 17, 2000.
6
<PAGE>
PART 1. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion should be read in conjunction with the accompanying
financial statements for the three-month period ended March 31, 2000 and the
Form 10-KSB for the fiscal year ended December 31, 1999.
The company remains in the development stage and has limited capital resources
and stockholder's equity. At March 31, 2000 the company has current assets in
the form of cash and cash equivalents of $126,404, total assets of $126,404 and
no liabilities. The cash assets may not satisfy cash requirements for the
company within the next twelve months. In the event additional cash is required
the company may have to borrow funds from shareholders or other sources, or seek
funds from a private placement among new investors, none of which can be
assured. The company cannot predict to what extent its limited capital resources
will impair the consummation of a business combination or whether it will incur
further operating losses through any business entity which the company may
eventually acquire.
During each of the last two fiscal years, the company has engaged in no
significant operations other than organizational activities and preparation for
registration of its securities under the Exchange Act. No revenues were received
by the company during this period other than interest income of approximately
$5,700 in fiscal year 1998 and approximately $5,200 in the fiscal year 1999.
During the last fiscal year, the company incurred operating expenses of $10,236.
The company's accumulated deficit at December 31, 1999 was $47,121. Such losses
continued to be incurred during the first quarter ended March 31, 2000.
First quarter March 31, 2000 loss was $11,778 principally due to legal fees
related to complying with SEC registration requirements.
For the balance of this fiscal year, the company anticipates that until a
business combination is completed with an acquisition candidate, it will not
generate revenues other than interest income, and may continue to operate at a
loss after completing a business combination, depending upon the performance of
the acquired business. The company's accumulated deficit at March 31, 2000 was
$58,899.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS None
ITEM 2. CHANGES IN SECURITIES
Subsequent to the balance sheet date, the Company extended the life of its Class
A warrants as well as the warrants granted to the underwriters of its initial
public offering from April 17, 2000 to July 17, 2000.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
7
<PAGE>
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
3.1 Articles of Incorporation*
3.2 By-Laws*
4.2 Warrant Agreement between Strategic Acquisitions, Inc. and American Stock
Transfer & Trust Company, dated October 16, 1989.*
27.1 Financial Data Schedule
*Previously filed with the Securities and Exchange Commission as an exhibit to
its Form 10-SB.
8
<PAGE>
SIGNATURES:
In accordance with the Exchange Act, the registrant has duly caused this
report to be signed on its behalf by the undersigned thereunder duly authorized.
DATED: May 12, 2000
STRATEGIC ACQUISITIONS, INC.
By: /s/ Richard S. Kaye
----------------------------
Richard S. Kaye, President
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<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1999
<PERIOD-END> DEC-31-2000 MAR-31-2000
<CASH> 138,182 126,404
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 138,182 126,404
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 138,182 126,404
<CURRENT-LIABILITIES> 0 0
<BONDS> 0 0
0 0
0 0
<COMMON> 1,600 1,600
<OTHER-SE> 0 0
<TOTAL-LIABILITY-AND-EQUITY> 138,182 126,404
<SALES> 0 0
<TOTAL-REVENUES> 5,205 1,564
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 10,236 13,342
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (5,031) (11,778)
<INCOME-TAX> 3,824 0
<INCOME-CONTINUING> 5,205 1,564
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (5,031) (11,778)
<EPS-BASIC> (.003) (.007)
<EPS-DILUTED> (.003) (.007)
</TABLE>
