bobkubecka
4年前
STQN 8k Change in control
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 31, 2022
STRATEGIC ACQUISITIONS, INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 0-28963
Nevada 13-3506506
(State or other jurisdiction of (IRS Employer
incorporation) Identification No.)
30 Broad Street, 14th Floor, New York, NY 10004
(Address of principal executive offices) (Zip Code)
(212) 878-6532
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
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)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
? Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
? Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
? Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
? Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.01. Changes in Control of Registrant.
On August 31, 2022, Strategic Acquisitions, Inc., (the “Company” or the “Registrant”) underwent a change in control. In a private transaction, Exworth Management LLC (“Exworth”) purchased an aggregate of 2,013,000 shares of the Company’s common stock, par value $0.001 ( “Common Stock”). The shares of Common Stock were purchased from the following sellers: 1,525,000 shares from the previous controlling shareholder, NextCoal International, Inc.; 453,000 shares from the Company’s President, John P. O’Shea; 10,000 shares from the Company’s Secretary/Treasurer, Marika X. Tonay; and 25,000 shares from a private seller. The aggregate consideration for such shares was $650,005.16 and the source of funds was from the working capital of Exworth Management LLC.
The Company has 2,715,000 Common Shares issued and outstanding. Exworth’s 2,013,000 Common Shares represent approximately 74.1% ownership in the Company.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
With the change in control, effective at the close of business on August 31, 2022, Marika X. Tonay resigned as Secretary/Treasurer and Director of the Company and Jonathan Braun resigned as Director and Chairman of the Board of the Company. Concurrently, Dr. Yuanyuan Huang was appointed Secretary/Treasurer and a Director of the Company and Dr. Wei Huang was appointed a Director of the Company. Yuanyuan Huang and Wei Huang are both managing partners of Exworth, the new controlling shareholder. John P. O’Shea has retained his positions as President and Director of the Company.
Additional information about the new officers and directors is as follows:
Dr. Yuanyuan Huang, 43,is a managing partner of Exworth Management LLC, a private investment firm, since Jan, 2021. He has also served as the Managing Member of Fundin, LLC, a consulting firm providing information technology consulting services, since 2018. Between 2018 to 2020, Dr. Huang also served as Venture Partner of Efund City LLC, a fintech company, and was a member of the Investment Committee of Efund City Metro Income Fund LLC, a real estate investment company. Between 2008 and 2018, he worked at several boutique brokerage firms. Dr. Huang holds a Ph.D. in Physics from the College of William and Mary and a master’s degree in Finance from George Washington University.
Dr. Wei Huang, 43, is a managing partner of Exworth Management LLC, a private investment firm since Jan, 2021. Since 2017, he also founded and serves as Chairman of the Board of Dake Data, LTD, a Shenzhen-based company with a proprietary AI, Blockchain and Cloud computing solution. From 2013 to 2018, Dr. Huang worked at ION Geophysical as a technical advisor for various oil and gas projects. Dr. Huang holds a bachelor’s degree from the University of Science and Technology of China, a master’s degree in mathematics from the University of Wisconsin and a PhD degree in Geophysics from the University of Houston. Dr. Huang has published more than a dozen papers and holds two international patents.
In consideration for their services, the Company granted the departing and continuing Directors warrants to purchase shares of Common Stock as follows: 37,129 warrants to John P. O’Shea, 112,137 warrants to Jonathan Braun and 734 warrants to Marika X. Tonay. The warrants were issued August 31, 2022 and are valid for a period of 5 years from issuance at an initial purchase price of $1.20 per share of Common Stock, subject to adjustment and registration rights.
-2-
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, hereunto duly authorized.
Strategic Acquisition, Inc.
Registrant
Date: September 6, 2022 By: /s/ John P. O’Shea
John P. O’Shea, President
-3-
Special Situations
6年前
FORM 10-K
For the fiscal year ended December 31, 2019.
https://www.sec.gov/Archives/edgar/data/847942/000149315220006379/form10-k.htm
###
Liquidity and Capital Resources.
At December 31, 2019, the Company had liquid assets in the form of cash of $64,615 and prepaid expense in the amount of $1,750 and liabilities of $0. This compares to cash of $148,579 and other current assets of $5,250 as of December 31, 2018. The Company’s decrease in assets over the period was due to expenses incurred in maintaining the Company’s public status and seeking a suitable acquisition/merger candidate.
The Company had no material commitments for capital expenditures at December 31, 2019.
###
FORM 10-K
For the fiscal year ended December 31, 2018.
https://www.sec.gov/Archives/edgar/data/847942/000149315219004454/form10-k.htm
###
Liquidity and Capital Resources.
At December 31, 2018, the Company had liquid assets in the form of cash and cash equivalents of $148,579, additional current assets in the form of prepaid rent and rent deposit totaling $5,250 and liabilities of $0.
The Company had no material commitments for capital expenditures at December 31, 2018.
###
FORM 10-K
For the fiscal year ended December 31, 2017.
https://www.sec.gov/Archives/edgar/data/847942/000149315218004512/form10-k.htm
###
Liquidity and Capital Resources.
At December 31, 2017, the Company had liquid assets in the form of cash and cash equivalents of $244,160, additional current assets in the form of prepaid rent and rent deposit totaling $5,250 and liabilities of $0.
The Company had no material commitments for capital expenditures at December 31, 2017.
###
pennypauly
7年前
Changes in Registrant's Certifying Accountant.
AMC Auditing, LLC ("AMC"), the independent registered public accounting firm of Strategic Acquisitions, Inc. (the "Company"), announced effective February 1, 2019, that AMC was acquired by a new auditing firm, Prager Metis CPAs LLC ("Prager"), and that all of the employees of AMC were joining Prager.
As a result, effective May 2, 2019, AMC resigned as the Company's independent registered public accounting firm. The Company's Board of Directors engaged Prager to serve as the Company's independent registered public accounting firm effective May 2, 2019.
The reports of AMC on the financial statements of the Company as and for the fiscal years ended December 31, 2017 and 2018 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the Company's fiscal years ended December 31, 2017 and 2018, and the subsequent interim period from January 1, 2019 to the date of this report, and in connection with the audit of the Company's financial statements for such periods, there were no disagreements between the Company and AMC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of AMC, would have caused AMC to make reference to the subject matter of such disagreements in connection with its audit reports on the Company's financial statements.
During the Company's fiscal years ended December 31, 2017 and 2018, and the subsequent interim period from January 1, 2019 to the date of this report, there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K.
During the Company's fiscal years ended December 31, 2017 and 2018, and the subsequent interim period from January 1, 2019 to the date of this report, the Company did not consult with Prager regarding any of the matters set forth in Items 304(a)(2)(i) or (ii) of Regulation S-K.
The Company has provided AMC with a copy of the disclosure in this report and has requested that AMC furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not AMC agrees with the statements in this Item 4.01. A copy of this letter is filed as Exhibit 16.1 to this report.
adijas
8年前
TDA just showed news for STQN, but I doubt it's the same company
LOS ANGELES , Dec. 7, 2018 /PRNewswire/ -- On [ November 29, 2018 ], affiliates of Strategic Acquisitions, Inc. ("SAI" or the "Company") announced that they have secured a loan credit facility commitment from funds managed by affiliates of BlackRock, Inc. (" BlackRock "), a highly diversified global investment manager with approximately $6.44 trillion of assets under management. The Company intends to use the proceeds from the facility to finance the acquisition, renovation and sale of single-family residential investment properties.
"We are excited to have BlackRock join our existing group of lenders. We look forward to continuing to grow and strengthen our relationship with BlackRock ," commented Peter Baer , Chief Executive Officer of SAI. Added Saman Shams, Chief Investment Officer and Chief Strategy Officer of SAI, " BlackRock's investment validates our long-term strategy to build a full-service vertically integrated residential and commercial real estate platform and equips the company with the means to support our expansion."
About Strategic Acquisitions, Inc. Strategic Acquisitions, Inc. is a privately-owned, institutional-grade, vertically-integrated, single-family residential ("SFR") operating platform and asset manager focused on acquiring, renovating, leasing, selling and managing quality SFR investment properties. SAI has pursued a differentiated strategy in the SFR industry and generally targets assets in Southern California . SAI's senior management team previously established and led some of the largest institutionally-backed SFR groups, deploying over $2 billion of equity capital. SAI has acquired, renovated, tenanted and managed or sold approximately 11,000 homes over the course of 30 years. The Company has developed its own best-in-class, institutional-quality operating platform including highly-scalable, fully-integrated and proprietary IT systems and experienced acquisition, rehab, leasing and management teams consisting of over 180 employees and 400 dedicated on-site and off-site construction professionals. SAI is privately owned and controlled.
Big Brother
8年前
Looks like Braun and Nextcoal acquired another 25K shares, just a matter of time here IMO.
NextCoal International, Inc. purchased 25,000 unregistered restricted shares of the Issuer's Common Shares at $0.40 per share on April 24, 2018. With the purchase of these shares, NextCoal International owns 1,650,000 of the Issuer's Common shares, which represents approximately 65.6% of the Issuer's issued and outstanding shares. Jonathan Braun, the Reporting Person, and Director of the Issuer, is the President of NextCoal International, Inc., and he has the ultimate voting control over the share held by NextCoal International, Inc.
https://backend.otcmarkets.com/otcapi/company/sec-filings/12725447/content/html
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