STRATEGIC ACQUISITIONS INC /NV/

Previous wording

The discussion below pertains to our financial results for the year ended December 31, 2024 and for the year ended December 31, 2023. For a discussion and analysis of our financial condition and results of operations prior to the formation of Exworth Union please refer to filings made with the U.S. Securities and Exchange Commission before consummation of the Merger Agreement.

Current wording

The discussion below pertains to our financial results for the year ended December 31, 2025 and 2024. For a discussion and analysis of our financial condition and results of operations prior to the formation of Exworth Union please refer to filings made with the U.S. Securities and Exchange Commission before consummation of the Merger Agreement.

Previous wording

Exworth Union, a Delaware corporation, was formed on March 16, 2022. It provides loans that are collateralized by digital assets including Bitcoin and will accept other types of alternative collaterals such as eCommerce account receivables, recursive payments of subscriptions, IP and copyrights, though the only form of collateral that has been accepted to date is Bitcoin. The target customers are individuals and commercial enterprises that hold digital assets and are seeking liquidity without selling their digital assets, with limited or no access to obtain credit lines or business loans from conventional financial institutions. We provide term loans, up to two years, to these individuals and commercial enterprises.

Current wording

Exworth Union, a Delaware corporation, was formed on March 16, 2022. It provides loans that are collateralized by digital assets including Bitcoin and accepts other types of alternative collaterals such as eCommerce account receivables, recursive payments of subscriptions, IP and copyrights, though the only form of collateral that has been accepted to date is Bitcoin. The target customers are individuals and commercial enterprises that hold digital assets and are seeking liquidity without selling their digital assets, with limited or no access to obtain credit lines or business loans from conventional financial institutions. We provide term loans, up to two years, to these individuals and commercial enterprises.

Previous wording

Selling, general and administrative expenses was $145,820 for the year ended December 31, 2024, and $179,541 for the period from the year ended December 31, 2023. It primarily includes the legal and various professional expenses related to our daily operation.

Current wording

Selling, general and administrative expenses was $40,223 for the year ended December 31, 2025, which consist mostly of professional fees, and $144,822 for the period from the year ended December 31, 2024. It primarily includes the legal and various professional expenses related to our daily operations.

Previous wording

Interest expense was $18,804 for the year ended December 31, 2024, and $34,714 for the the year ended December 31, 2023, incurred pursuant to a master loan agreement we entered with a U.S. based lender. The loan has a term of 24 months with quarterly interest-only payments with principal to be paid at maturity. No margin call was initiated by our lender during the period from inception of the loan to December 31, 2024.

Current wording

Interest expense was $0 for the year ended December 31, 2025, and $18,804 for the year ended December 31, 2024, incurred pursuant to a master loan agreement we entered with a U.S. based lender. The loan had a term of 24 months with quarterly interest-only payments with principal to be paid at maturity. No margin call was initiated by our lender during the period from inception to the payment of the loan.

Previous wording

Our lender charged a 1% origination fee of the principal amount that we borrowed. The origination fee was deducted from the loan principal and will be amortized evenly through the loan term. Total amortization of loan origination fee was $3,761 for the year ended December 31, 2024, and $6,943 for the the year ended December 31, 2023.

Current wording

Our lender charged a 1% origination fee of the principal amount that we borrowed. The origination fee was deducted from the loan principal and will be amortized evenly through the loan term. Total amortization of loan origination fee was $3,761 which was fully amortized during 2024. During the years ended December 31, 2024 and 2025, there was no loan origination fee.

Previous wording

Our net loss was $124,714 and $162,260 for the year ended December 31, 2024 and 2023, respectively. Among the more significant factors that may cause our net income (loss) to vary from period to period are: 1) the number of loans; 2) the interest rates that we charge our borrowers; 3) the interest rate that we pay to our lenders; and 4) The allowance for loan loss of our loans. The net loss incurred in 2024 was primarily attributable to the size of our loan portfolio, which is not large enough to cover our operating expenses.

Current wording

Our net loss was $40,223 and $123,716 for the year ended December 31, 2025 and 2024, respectively. Among the more significant factors that may cause our net income (loss) to vary from period to period are: 1) the number of loans (receivables and payables) issued and outstanding; 2) the interest rates that we charge our borrowers; 3) the interest rate charged by our lender; and 4) The allowance for potential non-collection of loans. In July 2024, the Company’s loan receivable portfolio was paid in full. These loans had previously represented the company’s only source of nominal income.

Previous wording

As of December 31, 2024 and December 31, 2023, we had cash of $23,281 and $54,169, respectively. The accompanying condensed financial statements have been prepared assuming that we will continue as a going concern. The condensed financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should we be unable to continue as a going concern. To date, we have financed our operations through equity financing and advances from related parties.

Current wording

As of December 31, 2025 and December 31, 2024, we had cash of $508 and $23,281, respectively. The accompanying condensed financial statements have been prepared assuming that we will continue as a going concern. The condensed financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should we be unable to continue as a going concern. To date, we have financed our operations through equity financing and advances from related parties.

Previous wording

In assessing our liquidity, we monitor and analyze our cash-on-hand, operating and capital expenditure commitments. We believe our current working capital is sufficient to support our operations for the next twelve months. However, if we are unable to raise additional capital, we may not be able to execute our business plan. We will use our limited personnel and financial resources in connection with developing our business plan, including developing a proprietary software platform, issuing equity or debt securities, or obtaining additional credit facilities. The issuance and sale of additional equity would result in dilution to our existing shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. Our obligation to bear credit risk for certain financing transactions we facilitate may also strain our operating cash flow. We have no commitments for the purchase of our equity and, should we need to raise capital, we cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

Current wording

In assessing our liquidity, we monitor and analyze our cash-on-hand, operating and capital expenditure commitments. We report working capital of $(7,931) for the year ended December 31, 2025, which is not sufficient capital to support our operations for the next twelve months. However, if we are unable to raise additional capital, we may not be able to execute our business plan. We will use our limited personnel and financial resources in connection with developing our business plan, including developing a proprietary software platform, issuing equity or debt securities, or obtaining additional credit facilities. The issuance and sale of additional equity would result in dilution to our existing shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. Our obligation to bear credit risk for certain financing transactions we facilitate may also strain our operating cash flow. We have no commitments for the purchase of our equity and, should we need to raise capital, we cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

Previous wording

There are no limitations in our certificate of incorporation on our ability to borrow funds or raise funds through the issuance of capital stock to fund our working capital requirements. Our limited resources and lack of recent operating history may make it difficult to borrow funds or raise capital. Such inability to borrow funds or raise funds through the issuance of capital stock required to facilitate our business plan may have a material adverse effect on our financial condition and future prospects, including the ability to fund our business plan. To the extent that debt financing ultimately proves to be available, any borrowing will subject us to various risks traditionally associated with indebtedness, including the risks of interest rate fluctuations and insufficiency of cash flow to pay principal and interest, including debt of an acquired business.

Current wording

There are no limitations in our certificate of incorporation on our ability to borrow funds or raise funds through the issuance of capital stock to fund our working capital requirements. Our limited resources and lack of recent operating history may make it difficult to borrow funds or raise capital. Such inability to borrow funds or raise funds through the issuance of capital stock required to facilitate our business plan may have a material adverse effect on our financial condition and future prospects, including the ability to fund our business plan. To the extent that debt financing ultimately proves to be available, any borrowing will subject us to various risks traditionally associated with indebtedness, including the risks of interest rate fluctuations and insufficiency of cash flow to pay principal and interest.

Previous wording

Cash used in operating activities resulted primarily from operating expenses for the operation of our digital asset-backed loan business as well as general and administrative expenses. Net cash used in operating activities was $110,124 for the year ended December 31, 2024, which was primarily attributable to our net loss of $124,714, partially offset by a decrease in interest receivable and prepaid expenses.

Current wording

Cash used in operating activities resulted primarily from operating expenses related to the company’s digital asset backed loan business, as well as general and administrative expenses. Net cash used in operating activities was $30,473 for the year ended December 31 2025 primarily attributed to a net loss of $40,223. Net cash used in operating activities was $110,124 for the year ended December 31, 2024 primarily attributed to a net loss of $123,716, partially offset by a decrease in interest receivable and prepaid expenses.

Previous wording

Net cash used in financing activity was $1,295,455 for the year ended December 31, 2024, which was primarily attributable to the repayment of loan to our digital assets customer, partially offset by loan proceeds of $93,121 from our related party in support of our operation. Net cash used in financing activities was $12,500 for the year ended December 31, 2023, which related to the repayment to Exworth Management for business operation advance from them.

Current wording

Net cash used in financing activities was $7,700 for the year ended December 31, 2025, attributable to proceeds from related party. Net cash used in financing activities was $1,295,455 for the year ended December 31, 2024, primarily attributable to repayments of not payable, partially offset by proceeds from a related party.