STRATEGIC ACQUISITIONS INC /NV/
For the period ended Dec 31, 2025. Filed Apr 6, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Apr 6, 2026
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What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-02-05.
0001493152-25-005023
Item 1A. Risk FactorsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-04-06.
0001493152-26-015204
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 121 previous paragraphs and 120 current paragraphs.
107 unchanged; 9 reworded; 4 added; 4 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 5 previous and 26 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (4)
Current report
We have a limited operating history, Have incurred operating losses since inception, generate negative cash flow from operations, and expect to continue to incur losses in the foreseeable future. Exworth Union (“lending business line”), which is the Company’s sole revenue generating entity, was incorporated in March 2022, and acquired on December 22, 2022 and has a limited history of generating revenues in its industry. This financial condition of the consolidated entity also has persisted since the acquisition date of the lending business line. We expect to continue to incur operating losses as we develop and expand our business. The extent of future losses and the timing of achieving profitability and profit positive cash flow from operations remain uncertain.
Current report
Our former registered public accounting firm, Micheal T. Studer CPA, PCAOB registration has been revoked, and you cannot rely on his past financials.
Current report
On June 24, 2025, Michael Studer, CPA, our former auditor had his PCAOB registration permanently revoked after the accountant was found to be a repeat violator of U.S. auditing rules and standards. Michael Studer was permanently barred from being an associated person of a registered public accounting firm and his practice was stripped of its PCAOB registration. Therefore, you cannot rely on the financials prepared by Michael Studer, CPA as presented in our past filings.
Removed paragraphs (4)
Previous report
Events outside of our control, for example, the outbreak of the recent coronavirus (“COVID-19”) or the war in Ukraine, could adversely affect our business activities, financial condition and results of operations.
Previous report
Various events such as, the spread of a highly infectious or contagious virus or disease, such as COVID-19, or the outbreak of an international conflict, could cause severe disruptions in the economies of the United States and other countries, and in turn disrupt the business, activities, and operations of some of our customers, as well as our business and operations. Moreover, since the beginning of January 2020, the coronavirus outbreak and the outbreak of the war in Ukraine, have caused significant volatility in the global financial markets. The outbreak of another highly infectious or contagious virus or disease or another conflict, may result in a significant decrease in business and/or cause our customers to be unable to meet existing payment or other obligations to us. In addition, any disruptions to the business operations of a third party service provider on whom our business depends resulting from business restrictions, quarantines, or restrictions on the ability of personnel to perform their jobs could have an adverse impact on our service providers’ ability to provide services to us.
Previous report
The extent to which any cataclysmic event will negatively impact our business and results of operations will depend on future developments which are highly uncertain and cannot be accurately predicted. For example, an outbreak of a disease such as COVID-19 raises the possibility of an extended global economic downturn, which could affect the performance of and demand for our products and services and adversely impact our business and results of operations even after the pandemic is contained.
Previous report
Additionally, such an event could continue to impact employees who may have personal needs to attend to (such as looking after children as a result of school closures or family who become sick) and employees may become sick themselves and be unable to work.
Reworded paragraphs (9)
Previous wording
The amounts of future losses and when, if ever, we will achieve profitability and positive cash flow from operations are uncertain.
Current wording
We continue to incur operating losses and have not generated positive cash flow from operations. The amounts of future losses and when, if ever, we will achieve profitability and positive cash flow from operations are uncertain.
Previous wording
Our industry is characterized by experimentation, changing customer needs, and frequent introductions of new products and services. As FinTech industry and digital asset and blockchain technologies become more widely available, we expect the services and products associated with them to continue to rapidly evolve, and our future business may different from our current business as the result of adopting of new information technology. Thus, in order to stay current with the industry, our business model may need to evolve as well. From time to time, we may materially modify aspects of our business model relating to our product and service offerings. We cannot offer any assurance that these or any other modifications will be successful or will not harm our business. If changes to our business model are not successful, or if we fail to make appropriate changes, it would have a material adverse effect on our business, prospects or operations and potentially on our ability to continue as a going concern.
Current wording
Our industry is characterized by experimentation, changing customer needs, and frequent introductions of new products and services. As FinTech industry and digital asset and blockchain technologies become more widely available, we expect the services and products associated with them to continue to rapidly evolve, and our future business may be different from our current business as the result of adopting of new information technology. Thus, in order to stay current with the industry, our business model may need to evolve as well. From time to time, we may materially modify aspects of our business model relating to our product and service offerings. The company plans to stay in the FINTECH business and is open to acquiring an operating company in the FINTECH space. However, we cannot offer any assurance that these or any other modifications will be successful or will not harm our business. If changes to our business model are not successful, or if we fail to make appropriate changes, it would have a material adverse effect on our business, prospects or operations and potentially on our ability to continue as a going concern.
Previous wording
As an early-stage company, our business activity is very limited, and as of December 31, 2024, we have zero outstanding loan as the only loan was fully repaid in July 2024. And if we cannot expand our borrower base or obtain sufficient funding, our revenue and business model may be adversely affected.
Current wording
As an early-stage company, our business activity is very limited, and as of December 31, 2025 and 2024, we have zero outstanding loan as the only loan was fully repaid in July of 2024, if we cannot expand our borrower base or obtain sufficient funding, our revenue and business model may be adversely affected.
Previous wording
We cannot accurately estimate future quarterly revenue and operating expenses based on historical performance. Because the loans we extend are collateralized by digital assets and because we may use those digital assets as collateral for debt that funds our business, our quarterly results are significantly impacted by and can vary widely based on the underlying value of those digital assets. Our quarterly operating results may also vary significantly based on many other factors, including:
Current wording
We cannot accurately estimate future quarterly revenue and operating expenses based on historical, as the loans we extend are collateralized by digital assets and because we may use those digital assets as collateral for debt that funds our business, our quarterly results are significantly impacted by and can vary widely based on the underlying value of those digital assets. Our quarterly operating results may also vary significantly based on many other factors, including:
Previous wording
To date, due to limited enforcement by U.S. and foreign regulators, many of these competitors have been able to operate while offering products and services to consumers, including in the United States and other highly regulated jurisdictions, without complying with the relevant licensing and other requirements in these jurisdictions, and seemingly without penalty. Due to our commitment to legal and regulatory compliance, we may not be able to effectively compete against 0unregulated or less regulated competitors, which may adversely impact our business, financial condition, and results of operations. We will have to expend significant managerial, operational, and compliance costs to meet the legal and regulatory requirements applicable to us in the United States and other jurisdictions in which we operate, and expect to continue to incur significant costs to comply with these requirements, which these unregulated or less regulated competitors have not had to incur.
Current wording
To date, due to limited enforcement by U.S. and foreign regulators, many of these competitors have been able to operate while offering products and services to consumers, including in the United States and other highly regulated jurisdictions, without complying with the relevant licensing and other requirements in these jurisdictions, and seemingly without penalty. Due to our commitment to legal and regulatory compliance, we may not be able to effectively compete against unregulated or less regulated competitors, which may adversely impact our business, financial condition, and results of operations. We will have to expend significant managerial, operational, and compliance costs to meet the legal and regulatory requirements applicable to us in the United States and other jurisdictions in which we operate, and expect to continue to incur significant costs to comply with these requirements, which these unregulated or less regulated competitors have not had to incur.
Previous wording
The loans we make are secured solely by designated digital assets of the borrowers. We have no security interest in any other assets of the borrowers. If a borrower breaches its payment obligations under a loan, the value of the collateral may be insufficient to satisfy the full amount of the borrower’s outstanding payment obligations under the loan. In addition, digital assets are subject to loss or theft due to cyber-attacks, and if collateral is stolen, we would have no recourse against a borrower for its payment obligations under its loan.
Current wording
The loans we make are secured solely by designated digital assets of the borrowers. We have no security interest in any other assets of the borrowers. If a borrower breaches its payment obligations under a loan, the value of the collateral may be insufficient to satisfy the full amount of the borrower’s outstanding payment obligations under the loan. At one time we were one of the few public companies offering this service, now it is commonplace and offered by companies with much larger resources. In addition, digital assets are subject to loss or theft due to cyber-attacks, and if collateral is stolen, we would have no recourse against a borrower for its payment obligations under its loan.
Previous wording
We repledged all collateral digital assets to our own lender. Digital assets of borrowers securing the loans we hold may be rehypothecated, repledged, sold, or otherwise transferred or used at our risk (the “Repledged Collateral”) in transactions, including credit facilities or derivatives contracts, we enter into with third parties (each, a “Counterparty”) or at the risk of our Counterparties in transactions whereby they obtain capital. In the event we breach our contractual obligations or one of our Counterparties were to breach its obligation in respect of such transactions or the occurrence of certain conditions, the Counterparty may foreclose on the Repledged Collateral or otherwise require us to liquidate or transfer it or the Counterparty may forfeit to its lender its right to the Repledged Collateral. Additionally, to the extent that any Repledged Collateral is required to be transferred or made accessible to a third party in connection with the pledge, such collateral may be vulnerable to loss or theft due to cyber-attacks affecting such third parties or other forms of malfeasance.
Current wording
Digital assets of borrowers securing the loans we hold may be rehypothecated, repledged, sold, or otherwise transferred or used at our risk (the “Repledged Collateral”) in transactions, including credit facilities or derivatives contracts, we enter into with third parties (each, a “Counterparty”) or at the risk of our Counterparties in transactions whereby they obtain capital. In the event we breach our contractual obligations or one of our Counterparties were to breach its obligation in respect of such transactions or the occurrence of certain conditions, the Counterparty may foreclose on the Repledged Collateral or otherwise require us to liquidate or transfer it or the Counterparty may forfeit to its lender its right to the Repledged Collateral. Additionally, to the extent that any Repledged Collateral is required to be transferred or made accessible to a third party in connection with the pledge, such collateral may be vulnerable to loss or theft due to cyber-attacks affecting such third parties or other forms of malfeasance.
Previous wording
Our principal stockholder owns a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval.
Current wording
Our principal stockholders owns a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval.
Previous wording
Our principal stockholder beneficially owns approximately 84% of our common stock assuming no exercise of outstanding options. This stockholder is able to control matters requiring stockholder approval. For example, it is able to control elections of directors, amendments of our organizational documents or approval of any merger, sale of assets or other major corporate transactions. This concentration of ownership control may delay, discourage or prevent a change of control, including unsolicited acquisition proposals or offers for our common stock that you may feel are in your best interest as one of our stockholders, entrench our management and board of directors or delay or prevent a merger, consolidation, takeover or other business combination involving us that other stockholders may desire. The interests of this stockholder may not always coincide with your interests, or the interests of other stockholders and it may act in a manner that advances its best interests and not necessarily those of other stockholders.
Current wording
Our principal stockholders beneficially owns approximately 86% of our common stock assuming no exercise of outstanding options. This stockholder is able to control matters requiring stockholder approval. For example, it is able to control elections of directors, amendments of our organizational documents or approval of any merger, sale of assets or other major corporate transactions. This concentration of ownership control may delay, discourage or prevent a change of control, including unsolicited acquisition proposals or offers for our common stock that you may feel are in your best interest as one of our stockholders, entrench our management and board of directors or delay or prevent a merger, consolidation, takeover or other business combination involving us that other stockholders may desire. The interests of this stockholder may not always coincide with your interests, or the interests of other stockholders and it may act in a manner that advances its best interests and not necessarily those of other stockholders.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Exworth Union was incorporated in March 2022. We have a limited operating history. We continue to incur operating losses and have not generated positive cash flow from operations.