STRATEGIC ACQUISITIONS INC /NV/

Previous wording

The discussion below pertains to our financial results for the three months and nine months ended September 30, 2024 and for the period commencing March 16, 2022, the date Exworth Union was formed and ending March 31, 2022. 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 three months ended March 31, 2023 and for the period commencing March 16, 2022, the date Exworth Union was formed and ending March 31, 2022. 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

Interest income, our major source of income, was $16,177 and $43,671 for the three and nine months ended September 30, 2024, respectively, and $13,747 and $41,241 for the three and nine months ended September 30, 2023. On July 15, 2024, Union collected its loan receivable of $1,374,691 and repaid its note payable of $1,388,576 and the 100 Bitcoins collateral was returned from lender and returned to the borrower. As of December 31, 2023, we have 1 loan in our loan portfolio, a consumer loan secured by Bitcoin. The LTV ratio of our loan portfolio as of December 31, 2023 was 32%. The LTV ratio has as high as 35% and as low as 19% during the nine months ended September 30, 2024.

Current wording

Interest income, our major source of income, was $nil and 8,679 for the three months ended March 31, 2025 and 2024. On July 10, 2024, Union collected its loan receivable of $1,374,691.

Previous wording

Selling, general and administrative expenses for the three and nine months ended September 30, 2024 were $44,388 and $117,012, respectively, for the three and nine months ended September 30, 2023 were $33,892 and $132,229. For the three and nine months ended September 30, 2024 and 2023, it primarily includes legal, accounting and other professional expense related to company’s daily operation.

Current wording

Selling, general and administrative expenses for the three months ended March 31, 2025 and 2024 were $25,044 and $46,782, respectively. For the three months ended March 31, 2025 and 2024, it primarily includes legal, accounting and other professional expense related to company’s daily operation.

Previous wording

Interest expense was $1,447 and $18,804 for the three and nine months ended September 30, 2024, respectively, and $8,679 and $26,036 for the three and nine months ended September 30, 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 July 15, 2024.

Current wording

Interest expense for the three months ended March 31, 2025 and 2024 was nil and $8,679, respectively, 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.

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 for the three and nine months ended September 30, 2024 was $290 and $3,761, respectively, and $1,736 and $5,207 for the three and nine months ended September 30, 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 for the three months ended March 31, 2025 and 2024 was $nil and 1,736, respectively. On July 12, 2024, Union repaid its note payable of $1,388,576.

Previous wording

Our net loss was $29,948 and $95,906, respectively, for the three and nine months ended September 30, 2024, respectively, and $30,560 and $118,281 for the three and nine months ended September 30, 2023. 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.

Current wording

Our net loss was $25,044 and $43,450, respectively, for the three months ended March 31, 2025 and 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 wording

As of September 30, 2024 and December 31, 2023, we had cash of $25,757 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 a private placement of equity raising approximately $350,000. We also entered into a master loan agreement with a U.S. based lender. The loan is non-recourse and collateralized by pledging our customers’ collateral. The balance on the loan as of September 30, 2024 and December 31, 2023 is $0 and $1,384,815, net of unamortized origination fee of $0 and $3,761, respectively, and collateralized with 100 Bitcoins.

Current wording

As of March 31, 2025 and December 31, 2024, we had cash of $6,287 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 wording

The following summarizes key components of our cash flows for the nine months ended September 30, 2024 and 2023:

Current wording

The following summarizes key components of our cash flows for the three months ended March 31, 2025 and 2024:

Previous wording

Net cash used in operating activities was $135,564 for the nine months ended September 30, 2023. Cash consumed in operations reflects our net loss of $(118,281), and changes in prepaid expense $2,696 and accounts payable and accrued expenses of $19,794.

Current wording

Net cash used in operating activities was $24,194 for the three months ended March 31, 2025. Cash consumed in operations reflects our net loss of $ (25,044), and changes in prepaid expense $864 and accounts payable and accrued expenses of $14.

Previous wording

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.

Current wording

Net cash used in operating activities was $21,632 for the three months ended March 31, 2024. Cash consumed in operations reflects our net loss of $(43,450), and changes in prepaid expense $2,360 and accounts payable and accrued expenses of $22,443.

Previous wording

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. There were no investing activities for the nine months ended September 30, 2023.

Current wording

There were no investing activities for the three months ended March 31, 2025 and 2024.

Previous wording

Net cash (used in) financing activities was $1,325,455 and $12,500, respectively, 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, and for the nine months ended September 30, 2023, which related to the repayment of $12,500 from Exworth Management for business operation.

Current wording

Net cash provided by financing activities was $7,200 and $3,120, respectively, for the three months ended March 31, 2025 and 2024, which related to the proceeds from Exworth Management for business operation.