STRATEGIC ACQUISITIONS INC /NV/

Current report

This Quarterly Report on Form 10-Q includes forward-looking statements that reflect management’s current views with respect to future events and financial performance. Forward-looking statements are statements in respect of future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements include statements regarding the intent, belief or current expectations of our management team, as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks set forth in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the U. S. Securities and Exchange Commission (the “SEC”) on April 6, 2026, any of which may cause our company’s or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied in our forward-looking statements. These risks and factors include, by way of example and without limitation:

Current report

We undertake no obligation to update or revise forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report, except as required by law.

Current report

As used in this Quarterly Report and unless otherwise indicated, the terms “Company,” “we,” “us,” and “our,” refer to Strategic Acquisitions, Inc. and its wholly-owned subsidiary Exworth, a Nevada corporation.

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Business Overview

Current report

Strategic Acquisitions, Inc. (the “Company,” “we,” “us” and words of similar import) was incorporated under the laws of the State of Nevada on January 27, 1989. The Company is a private lending company that provides digital asset backed loan service to businesses. On December 22, 2022, we entered into and consummated an Agreement and Plan of Merger (“Merger Agreement”) with Exworth Union Inc. (“Exworth Union”) and the owners of all of its outstanding shares of capital stock — Exworth Management LLC (“Exworth Management”) and World Class Global Technology PTE LTD. (“World Class,” collectively with Exworth Management, the “Stockholders”) whereby we acquired Exworth Union (the “Merger”). Exworth Union is engaged in providing loans collateralized by digital assets. Prior to the Merger, we were a “shell” company with no commercial operations and had generated no revenues other than nominal interest income. Since the merger, we generated revenues from interest income and fees from loan receivable issuance. During 2023, we initiated loan administrations services and ceased providing services. During July 2024, all loan receivable issued were settled by borrowers and we have temporarily ceased lending operations from this date as of the date this SEC filing.

Current report

As a result of the acquisition of Exworth Union we are in the business of providing loans collateralized by digital assets. Our loan business is currently limited due to the early stage of the digital asset industry, changing economic conditions and the need to develop a proprietary software technology platform, to facilitate the origination and servicing of digital asset backed loans, and as of March 31, 2026, we have not begun development of software due to lack of funding. Our target customers are small businesses and individuals that hold intangible assets including digital currencies seeking loans secured by such assets. We intend to provide term loans to these enterprises and individuals which are collateralized with intangible assets, such as Bitcoin. We intend to generate revenue from interest income and transaction-based services fees. We intend to design a Platform to originate and service loans backed by various assets. Nevertheless, to date, Bitcoin is the only asset we have accepted as collateral for a loan and we intend to focus on the market for loans secured by digital currencies for the immediate future.

Current report

Our primary target customers are small businesses and individuals in Asia and Europe. The lending industry in these markets is rapidly changing and highly innovative. We expect competition within our industry will continue to be intense as existing and new competitors introduce new products or enhance existing products. Our principal competitors are other digital asset-backed lending companies, decentralized finance companies, credit services organizations, online lenders, credit card companies, and other financial institutions that offer similar financial products and services, including loans on an unsecured as well as a secured basis.

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Foreign business models rely on being unregulated or only regulated in a small number of lower compliance jurisdictions, while also offering their products in highly regulated jurisdictions, including the United States, without necessarily complying with the relevant regulatory requirements in such jurisdictions.

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Based on this market environment, we have not been able to offer some popular products and services that our unregulated or less regulated competitors offer, which adversely impact our business, financial condition, and results of operations.

Current report

In assessing our business operations, we expect 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, all of which will incur significant costs to comply with these requirements before we could grow our business. For these reasons, management is accessing its business model. Based on the Company’s limited resources, management is currently evaluating areas to build its business and is focusing on identifying their future customer base.

Current report

Management is also considering the divestiture of its wholly owned subsidiary, Exworth Union. As the Company’s business focus evolves, the importance of this subsidiary is no longer strategic to the Company. At this time, management does not believe that the divestiture of its subsidiary would have any impact the business, results of operations, cash flows and financial condition of the Company.

Current report

Comparison of the Three Months Ended March 31, 2026 to the Three Months Ended March 31, 2025:

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Revenues

Current report

There was no revenue for the three months ended March 31, 2026 and 2025.

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Operating Expenses

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Total operating expenses increased by $13,673, or 54%, for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The increase in operating expenses was primarily due to an increase in general and administrative wages and related expenses of $38,717 due to an increase in professional fees.

Current report

As of March 31, 2026, we had cash on hand of $2,927, as compared to cash on hand of $508 as of December 31, 2025. The increase in cash on hand is a result of the sale of 40,000,000 common shares of stock for $40,000.

Current report

The Company’s operating activities consume the majority of its cash resources. The Company anticipates that it will continue to incur operating losses as it executes its development plans for 2026, as well as other potential strategic and business development initiatives. In addition, the Company has had and expects to have negative cash flows from operations, at least into the near future.

Current report

Although no assurances can be given as to the Company’s ability to deliver on its revenue plans or that unforeseen expenses may arise, management currently believes that equity and debt financing, will provide the necessary funding for the Company to continue as a going concern for the next twelve months.

Current report

Going Concern

Current report

The unaudited condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q have been prepared assuming that the Company will continue as a going concern. The Company has accumulated losses from inception through March 31, 2026 of $520,380.

Current report

During the three months ended March 31, 2026, the Company received net cash proceeds of $40,000 from the sale of 40,000,000 of its common shares. If the Company does not generate additional revenue or equity and other debt financing from third parties, it will not have sufficient cash to meet its obligations for the next twelve months following the date of this Quarterly Report on Form 10-Q. There currently are no other arrangements or agreements for financing, and there can be no assurances that any other debt or equity financing will be available, or if available, on favorable terms. As such, these matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the date of this Quarterly Report on Form 10-Q. The condensed consolidated financial statements in this Quarterly Report on Form 10-Q do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

Current report

Management cannot guarantee any other potential debt of equity financing will be available, or if available, on favorable terms. As such, these matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this report. If adequate funds are not available on acceptable terms, or at all, the Company will need to curtail operations or cease operations completely.

Current report

Working Capital (Deficiency)

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Cash Flows

Current report

Net cash used in operating activities was $(37,581) for the three months ended March 31, 2026, due to a net loss of $38,717, Net cash used in operating activities was $24,194 for the three months ended March 31, 2025, due to a net loss of $25,044.

Current report

For the three months ended March 31, 2026, net cash provided by financing activities was $40,000, consisting of the sale of 40,000,000 shares of common stock. For the three months ended March 31, 2025, net cash provided by financing activities was $7,200, consisting of proceeds from a related party to keep the Company operational.

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Critical Accounting Policies and Procedures

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Our significant accounting policies are more fully described in Note 1 to our condensed consolidated financial statements included in this Quarterly Report and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on April 6, 2026.

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Recently Adopted Accounting Pronouncements

Current report

Our recently adopted accounting pronouncements are more fully described in Note 3 to our unaudited consolidated financial statements included in this Quarterly Report.

Previous report

The following discussion of our financial condition and results of operations should be read in conjunction with the condensed financial statements and the notes to those financial statements that are included elsewhere in this report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors, Forward-Looking Statements and Business sections in this report. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward- looking statements.

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Overview

Previous report

The discussion below pertains to our financial results for the three and nine months ended September 30, 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 report

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.

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Revenue

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Interest income, our major source of income, was $nil for the three and nine months ended September 30, 2025, respectively, and $16,177 and $43,671 for the three and nine months ended September 30, 2024, respectively.

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On July 10, 2024, Union collected its loan receivable of $1,374,691.

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Selling, General and Administrative Expenses

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Selling, general and administrative expenses for the three and nine months ended September 30, 2025 were $(3,347) and $24,244, respectively, and for the three and nine months ended September 30, 2024 were $44,388 and $117,012, respectively. For the nine months ended September 30, 2025 and 2024, it primarily includes legal, accounting and other professional expense related to company’s daily operation. For the three months ended September 30, 2025, the selling, general and administrative expenses were negative, primarily due to the reversal of $7,500 over accrued professional fee.

Previous report

Interest Expense

Previous report

Interest expense was nil for the three and nine months ended September 30, 2025, and $1,447 and $18,804 for the three and nine months ended September 30, 2024, 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, 2022. On July 12, 2024, Union repaid its note payable of $1,388,576.

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Amortization of Loan Origination Fee

Previous report

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 for the three and nine months ended September 30, 2025 was $0, and $290 and $3,761 for the three and nine months ended September 30, 2024. On July 12, 2024, Union repaid its note payable of $1,388,576.

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Net Loss

Previous report

Our net income was $3,347 and net loss was $24,244, respectively, for the three and nine months ended September 30, 2025, respectively, and net loss was $29,948 and $95,906, respectively, for the three and nine months ended September 30, 2024, which was primarily driven by the increase in the price of the Bitcoin that we pledged to our lender. Among the more significant factors that may cause our net income 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; 4) the fair market value of collateral held by us or pledged to our lenders; and 5) The allowance for loan loss of our loans. On July 10, 2024, Union collected its loan receivable of $1,374,691. On July 12, 2024, Union repaid its note payable of $1,388,576. On July 15, 2024, the 100 Bitcoins collateral was returned from the lender and returned to the borrower.

Previous report

As of September 30, 2025 and December 31, 2024, we had cash of $1,936 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 a private placement of equity raising approximately $350,000.

Previous report

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.

Previous report

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, which allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

Previous report

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.

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Cash Flow

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The following summarizes key components of our cash flows for the nine months ended September 30, 2025 and 2024:

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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.

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Net cash used in operating activities was $29,044 for the nine months ended September 30, 2025. Cash consumed in operations reflects our net loss of $24,244, and changes in prepaid expense $864 and accounts payable and accrued expenses of $(5,664).

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Net cash used in operating activities was $77,648 for the nine months ended September 30, 2024. Cash consumed in operations reflects our net loss of $(95,906), and net against of changes in prepaid expense $300, interest receivable $11,456 and accounts payable and accrued expenses of $2,741.

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Net cash provided by investing activities was $1,374,691 for the nine months ended September 30,2024 as the collection of loan receivable in July 2024.

Previous report

Net cash provided by financing activities was $7,699 and used in was $1,325,455, respectively. For the nine months ended September 30, 2025, which related to the proceeds from Exworth Management for business operation, and for the nine months ended September 30, 2024, which related to the proceeds of $63,121 from Exworth Management for business operation and repayment of notes payable of $1,388,576 in July 2024.

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Critical Accounting Policies

Previous report

Our significant accounting policies are disclosed in Note 2 of our Financial Statements included elsewhere in this report.