Strategic
Acquisitions, Inc. (the “Company” or “Strategic”) was incorporated under the laws of the State of Nevada
on January 27, 1989. Since inception the Company had no revenues other than nominal interest income. As of the date hereof, the
Company has no commercial operations, has no full- or part-time employees, and owns no real estate.
The
Company’s current business plan is to seek, investigate, and, if warranted, acquire a business, and to pursue other related
activities intended to enhance shareholder value. The acquisition of a business opportunity may be made by purchase, merger, exchange
of stock, or otherwise, and may encompass assets or a business entity, such as a corporation, joint venture, or partnership. The
Company has limited capital, and it is unlikely that the Company will be able to take advantage of more than one such business
opportunity. The Company intends to seek opportunities demonstrating the potential of long-term growth as opposed to short-term
earnings.
At
the present time the Company has not identified any business opportunity that it plans to pursue, nor has the Company reached
any agreement or definitive understanding with any person concerning an acquisition.
No
assurance can be given that the Company will be successful in finding or acquiring a desirable business opportunity, given that
limited funds are available for acquisitions, or that any acquisition that occurs will be on terms that are favorable to the Company
or its stockholders.
The
Company’s search will be directed toward small and medium-sized enterprises which have a desire to become public corporations
and which are able to satisfy, or anticipate in the reasonably near future being able to satisfy, the minimum asset requirements
in order to qualify shares for trading on NASDAQ or another stock exchange.
The
Company anticipates that the business opportunities presented to it will (i) be recently organized with no operating history,
or a history of losses attributable to under-capitalization or other factors; (ii) be experiencing financial or operating difficulties;
(iii) be in need of funds to develop a new product or service or to expand into a new market; (iv) be relying upon an untested
product or marketing concept; or (v) have a combination of the characteristics mentioned in (i) through (iv) above. The Company
intends to concentrate its acquisition efforts on properties or businesses that it believes to be undervalued. Given the above
factors, investors should expect that any acquisition candidate may have a history of losses or low profitability.
The
Company does not propose to restrict its search for investment opportunities to any particular geographical area or industry,
and may, therefore, engage in essentially any business, to the extent of its limited resources. The Company’s discretion
in the selection of business opportunities is unrestricted, subject to the availability of such opportunities, economic conditions,
and other factors.
In
connection with such a merger or acquisition, it is highly likely that an amount of stock constituting control of the Company
would be issued by the Company or purchased from the current principal shareholders of the Company by the acquiring entity or
its affiliates. If stock is purchased from the current shareholders, the transaction is very likely to result in substantial gains
to them relative to their purchase price for such stock. In the Company’s judgment, none of its officers and directors would
thereby become an “underwriter” within the meaning of the Section 2(11) of the Securities Act of 1933, as amended
(the “Act”).
It
is anticipated that business opportunities will come to the Company’s attention from various sources, including its officers
and directors, its other stockholders, professional advisors such as attorneys and accountants, securities broker-dealers, venture
capitalists, members of the financial community, and others who may present unsolicited proposals. The Company has no plans, understandings,
agreements, or commitments with any individual for such person to act as a finder of opportunities for the Company, although its
officers, directors and significant shareholders seek out such opportunities and respond to unsolicited proposals in their ordinary
course of business.
The
Company does not foresee that it would enter into a merger or acquisition transaction with any business with which its officers
or directors are currently affiliated. Should the Company determine in the future, contrary to foregoing expectations, that a
transaction with an affiliate would be in the best interests of the Company and its stockholders, the Company is in general permitted
by Nevada law to enter into such a transaction if:
1.
The material facts as to the relationship or interest of the affiliate and as to the contract or transaction are disclosed or
are known to the Board of Directors, and the Board in good faith authorizes the contract or transaction by the affirmative vote
of a majority of the disinterested directors, even though the disinterested directors constitute less than a quorum; or
2.
The material facts as to the relationship or interest of the affiliate and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith
by vote of the stockholders; or
3.
The contract or transaction is fair as to the Company as of the time it is authorized, approved or ratified, by the Board of Directors
or the stockholders.
Investigation
and Selection of Business Opportunities
To
a large extent, a decision to participate in a specific business opportunity may be made upon management’s analysis of the
quality of the other company’s management and personnel, the anticipated acceptability of new products or marketing concepts,
the merit of technological changes, and numerous other factors which are difficult, if not impossible, to analyze through the
application of any objective criteria. In many instances, it is anticipated that the historical operations of a specific business
opportunity may not necessarily be indicative of the potential for the future because of the possible need to shift marketing
approaches substantially, expand significantly, change product emphasis, change or substantially augment management, or make other
changes. The Company will be dependent upon the owners of a business opportunity to identify any such problems which may exist
and to implement, or be primarily responsible for the implementation of, required changes. Because the Company may participate
in a business opportunity with a newly organized firm or with a firm which is entering a new phase of growth, it should be emphasized
that the Company will incur further risks, because management in many instances will not have proven its abilities or effectiveness,
the eventual market for such company’s products or services will likely not be established, and such company may not be
profitable when acquired.
It
is anticipated that the Company will not be able to diversify, but will essentially be limited to only one venture because of
the Company’s limited financing. This lack of diversification will not permit the Company to offset potential losses from
one business opportunity against profits from another, and should be considered an adverse factor affecting any decision to purchase
the Company’s securities.
It
is emphasized that management of the Company may effect transactions having a potentially adverse impact upon the Company’s
shareholders pursuant to the authority and discretion of the Company’s management to complete acquisitions without submitting
any proposal to the stockholders for their consideration. Holders of the Company’s securities should not anticipate that
the Company necessarily will furnish such holders, prior to any merger or acquisition, with financial statements, or any other
documentation, concerning a target company or its business. In some instances, however, the proposed participation in a business
opportunity may be submitted to the stockholders for their consideration, either voluntarily by such directors, to seek the stockholders’
advice and consent, or because state law so requires.
The
analysis of business opportunities will be undertaken by or under the supervision of the Company’s officers and directors.
Although there are no current plans to do so, Company management might also hire an outside consultant to assist in the investigation
and selection of business opportunities,and might pay a finder’s fee. Since Company management has no current plans to use
any outside consultants or advisors to assist in the investigation and selection of business opportunities, no policies have been
adopted regarding use of such consultants or advisors, the criteria to be used in selecting such consultants or advisors, the
services to be provided, the term of service, or regarding the total amount of fees that may be paid. However, because of the
limited resources of the Company, it is likely that any such fee would be paid in stock and not in cash.
In
assessing a potential transaction, the Company anticipates that it will consider, among other things, the following factors:
1.
Potential for growth and profitability, indicated by new technology, anticipated market expansion, or new products;
2.
The Company’s perception of how any particular business opportunity will be received by the investment community and by
the Company’s stockholders;
3.
Whether, following the business combination, the financial condition of the business opportunity would be, or would have a significant
prospect in the foreseeable future of becoming sufficient to enable the securities of the Company to qualify for trading in the
over-the-counter markets or listing on a securities exchange;
4.
Capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through
the sale of additional securities, through joint ventures or similar arrangements, or from other sources;
5.
The extent to which the business opportunity can be advanced;
6.
Competitive position as compared to other companies of similar size and experience within the industry;
7.
Strength and diversity of existing management, or management prospects that are scheduled for recruitment; and
8.
The accessibility of required management expertise, personnel, raw materials, services, professional assistance, and other required
items.
No
one of the factors described above will be controlling in the selection of a business opportunity, and management will attempt
to analyze all factors appropriate to each opportunity and make a determination based upon reasonable investigative measures and
available data. Potentially available business opportunities may occur in many different industries and at various stages of development,
all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and
complex. Potential investors must recognize that, because of the Company’s limited capital available for investigation and
management’s limited experience in business analysis, the Company may not discover or adequately evaluate adverse facts
about the opportunity to be acquired. It should be noted that the Company has not completed a transaction in over twenty years
of its existence.
The
Company is unable to predict when it may participate in a business opportunity. It expects, however, that the analysis of specific
proposals, if and when any are received, and the selection of a business opportunity may take several months or more.
The
Company has no business proposals under consideration as of the date of this annual report.
Prior
to making a decision to participate in a business opportunity, the Company will generally request that it be provided with written
materials regarding the business opportunity containing such items as a description of products, services and company history;
management resumes; financial information; available projections, with related assumptions upon which they are based; an explanation
of proprietary products and services; evidence of existing patents, trademarks, or services marks, or rights thereto; present
and proposed forms of compensation to management; a description of transactions between such company and its affiliates during
relevant periods; a description of present and required facilities; an analysis of risks and competitive conditions; a financial
plan of operation and estimated capital requirements; audited financial statements, or if they are not available, unaudited financial
statements, together with reasonable assurances that audited financial statements would be able to be produced prior to completion
of a merger transaction; and other information deemed relevant.
As
part of the Company’s investigation, the Company’s executive officers and directors may meet personally with management
and key personnel, may visit and inspect material facilities, obtain independent analysis or verification of certain information
provided, check references of management and key personnel, and take other reasonable investigative measures, to the extent of
the Company’s limited financial resources and management expertise.
Company
management believes that various types of potential merger or acquisition candidates might find a business combination with the
Company to be attractive. These include acquisition candidates desiring to create a public market for their shares in order to
enhance liquidity for current shareholders, acquisition candidates which have long-term plans for raising capital through the
public sale of securities and believe that the possible prior existence of a public market for their securities would be beneficial,
and acquisition candidates which plan to acquire additional assets through issuance of securities rather than for cash, and believe
that the possibility of development of a public market for their securities will be of assistance in that process. Acquisition
candidates which have a need for an immediate cash infusion are not likely to find a potential business combination with the Company
to be an attractive alternative.
Form
of Acquisition
It
is impossible to predict the manner in which the Company may participate in a business opportunity. Specific business opportunities
will be reviewed as well as the respective needs and desires of the Company and the promoters of the opportunity and, upon the
basis of that review and the relative negotiating strength of the Company and such promoters, the legal structure or method deemed
by management to be suitable will be selected. Such structure may include, but is not limited to leases, purchase and sale agreements,
licenses, joint ventures and other contractual arrangements. The Company may act directly or indirectly through an interest in
a partnership, corporation or other form of organization. Implementing such structure may require the merger, consolidation or
reorganization of the Company with other corporations or forms of business organization, and although it is likely, there can
be no assurance that the Company would be the surviving entity. In addition, the present management and stockholders of the Company
most likely will not have control of a majority of the voting shares of the Company following a reorganization transaction. As
part of such a transaction, the Company’s existing directors may resign and new directors may be appointed without any vote
by stockholders.
It
is likely that the Company will acquire its participation in a business opportunity through the issuance of common stock or other
securities of the Company. Although the terms of any such transaction cannot be predicted, it should be noted that in certain
circumstances the criteria for determining whether or not an acquisition is a so-called “tax free” reorganization
under the Internal Revenue Code of 1986 (the “Internal Revenue Code”), depends upon the issuance to the stockholders
of the acquired company of a controlling interest (i.e., 80% or more) of the common stock of the combined entities immediately
following the reorganization. If a transaction were structured to take advantage of these provisions rather than other “tax
free” provisions provided under the Internal Revenue Code, the Company’s current stockholders would retain in the
aggregate 20% or less of the total issued and outstanding shares. This could result in substantial additional dilution in the
equity of those who were stockholders of the Company prior to such reorganization. Any such issuance of additional shares might
also be done simultaneously with a sale or transfer of shares representing a controlling interest in the Company by the current
officers, directors and principal shareholders.
It
is anticipated that any new securities issued in any reorganization would be issued in reliance upon exemptions, if any are available,
from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element
of the transaction, the Company may agree to register such securities either at the time the transaction is consummated, or under
certain conditions or at specified times thereafter. The issuance of substantial additional securities and their potential sale
into any trading market that might develop in the Company’s securities may have a depressive effect upon such market.
The
Company will participate in a business opportunity only after the negotiation and execution of a written agreement. Although the
terms of such agreement cannot be predicted, generally such an agreement would require specific representations and warranties
by all of the parties thereto, specify certain events of default, detail the terms of closing and the conditions which must be
satisfied by each of the parties thereto prior to such closing, outline the manner of bearing costs if the transaction is not
closed, set forth remedies upon default, and include miscellaneous other terms.
As
a general matter, the Company anticipates that it, and/or its officers and principal shareholders will enter into a letter of
intent with the management, principals or owners of a prospective business opportunity prior to signing a binding agreement. Such
a letter of intent will set forth the terms of the proposed acquisition but will not bind any of the parties to consummate the
transaction. Execution of a letter of intent will by no means indicate that consummation of an acquisition is probable. Neither
the Company nor any of the other parties to the letter of intent will be bound to consummate the acquisition unless and until
a definitive agreement concerning the acquisition as described in the preceding paragraph is executed. Even after a definitive
agreement is executed, it is possible that the acquisition would not be consummated should any party elect to exercise any right
provided in the agreement to terminate it on specified grounds.
It
is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require substantial management time and attention and substantial
costs for accountants, attorneys and others. If a decision were made not to participate in a specific business opportunity, the
costs theretofore incurred in the related investigation would not be recoverable. Moreover, because many providers of goods and
services require compensation at the time or soon after the goods and services are provided, the inability of the Company to pay
until an indeterminate future time may make it impossible to procure goods and services.
An
acquisition made by the Company may be in an industry which is regulated or licensed by federal, state or local authorities. Compliance
with such regulations can be expected to be a time-consuming and expensive process.
Competition
The
Company expects to encounter substantial competition in its efforts to locate attractive opportunities, primarily from business
development companies, venture capital partnerships and corporations, venture capital affiliates of large industrial and financial
companies, small investment companies, and wealthy individuals. Many of these entities will have significantly greater experience,
resources and managerial capabilities than the Company and will therefore be in a better position than the Company to obtain access
to attractive business opportunities. The Company also will possibly experience competition from other public “Blank Check”
companies, some of which may have more funds available than does the Company.
No
Rights of Dissenting Shareholders
The
Company does not intend to provide its shareholders with disclosure documentation concerning a possible target company prior to
acquisition, because the Nevada Business Corporation Act vests authority in the board of directors to decide and approve matters
involving acquisitions within certain restrictions. If any transaction is structured as an acquisition, not a merger, with the
Company being the parent company and the acquire being merged into a wholly owned subsidiary, a shareholder will have no right
of dissent under Nevada law.
Employees
The
Company has no employees. Management of the Company expects to use consultants, attorneys and accountants as necessary, and does
not anticipate a need to engage any full-time employees so long as it is seeking and evaluating business opportunities. The need
for employees and their availability will be addressed in connection with the decision whether or not to acquire or participate
in specific business opportunities. The Company has periodically paid its Secretary/Treasurer for services in bookkeeping, recordkeeping,
filing tax forms and filing of reports with the SEC. The Company has also recently paid a director and an entity controlled by
the Company’s President for consulting services in connection with evaluating certain business opportunities on behalf of
the Company. Although there is no current plan with respect to its nature or amount, additional remuneration may be paid to or
accrued for the benefit of, the Company’s officers or directors prior to, or in conjunction with, the completion of a business
acquisition for services actually rendered.