STRATEGIC ACQUISITIONS, INC. (OTCMKTS:STQN) Files An 8-K Changes in Control of RegistrantItem 5.01. Changes in Control of Registrant.
On October 19, 2017, Strategic Acquisitions, Inc., (the “Company” or the “Registrant”) , underwent a change of control of ownership. In a private transaction, John P. O’Shea, President of the Company, entered into a Security Purchase Agreement and sold 750,000 Control Common Shares from his personal holdings of Strategic Acquisitions, Inc. to NextCoal International, Inc. (“NCI”) (see exhibit 99.1). Prior to the transaction NCI owned 875,000 restricted Common Shares of the Company. Following this transaction, NCI owns 1,625,000 restricted Common Shares of the Company.
The Company has 2,515,000 Common Shares issued and outstanding. NCI’s 1,625,000 Common Shares represents approximately 64.6% ownership in the Company.
With the change of ownership control, on October 15, 2017, Jonathan Braun, the President of NCI has been added as a Director of the Company. John P. O’Shea has agreed to maintain his positions as Officer and Director of the Company.
SECURITY OWNERSHIP OF BENEFICIAL OWNERSHIP AND MANAGEMENT
The following table presents information, to the best of our knowledge, about the ownership of our common stock on October 19, 2017 relating to those persons known to beneficially own more than 5% of our capital stock and by our named executive officer and sole director.
Beneficial ownership is determined in accordance with the rules of the U. S. Securities and Exchange Commission and does not necessarily indicate beneficial ownership for any other purpose. Under these rules, beneficial ownership includes those shares of common stock over which the stockholder has sole or shared voting or investment power. It also includes shares of common stock that the stockholder has a right to acquire within 60-days after October 19, 2017 to options, warrants, conversion privileges or other right. The percentage ownership of the outstanding common stock, however, is based on the assumption, expressly required by the rules of the U. S. Securities and Exchange Commission, that only the person or entity whose ownership is being reported has converted options or warrants into shares of Strategic Acquisition, Inc.'s common stock.
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We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock.
|
Name of Beneficial Owner and Position |
Title of Class |
Amount and Nature Of Beneficial Ownership |
Percent Of Class(1) |
|
John P. O’Shea Director/President/Principal Financial Officer |
Common | 629,800 |
25.0% |
|
Marika X. Tonay Director/Treasurer/Secretary |
Common | 14,000 | 0.6% |
|
Jonathan Braun(2) |
|||
| Director | Common | 1,625,000 | 64.6% |
|
DIRECTORS AND OFFICERS AS A GROUP (3 persons) |
2,268,800 | 90.2% |
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1) Percent of Class is based on 2,515,000 shares issued and outstanding.
2) Jonathan Braun is the beneficial owner who has the ultimate voting control over 1,625,000 shares held in the name of NextCoal International, Inc., a Wyoming corporation. We are not aware of any arrangements that may result in "changes in control" as that term is defined by the provisions of Item 403(c) of Regulation S-B.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit marked with an asterisk (*) refer to an exhibit filed herewith.
| Exhibit Number | Description |
| 99.1* | Security Purchase Agreement between John P. O’Shea and NextCoal International, Inc., dated October 16, 2017. |
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STRATEGIC ACQUISITIONS INC /NV/ ExhibitEX-99.1 2 spa102017.htm SECURITIES PURCHASE AGREEMENT Exhibit 99.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October 16,…To view the full exhibit click here
About STRATEGIC ACQUISITIONS, INC. (OTCMKTS:STQN)
Strategic Acquisitions, Inc. is a shell company. The Company’s 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 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. The Company has no commercial operations and has not generated any revenues.